Partners
by unmorality
Summary: GLaDOS effectively forces Wheatley into a weird kind of servitude-leading-in the most elaborate guilt-trip ever devised. Wheatley would rather she just got it over with and kill him, but we can't all get what we want. Slow burn WheatDOS, lots of headcanons.
1. Chapter 1: Useful

ok im back a quick few things before you read: this fic is gonna have some ocs in it but they're all really minor and most of em die i just wanted to be up front bc i know that makes me a little wary. second, this is basically just all my portal headcanons in a fic? so id like to think that there won't be ooc weirdness but i cannot personally guarantee. ok cool, more notes at the bottom thanks yall

* * *

 **Chapter 1: Useful**

It was GLaDOS's firm belief that everything had a place and a use. It was efficient to think this way, which is probably why she had always done so subconsciously. Old test chambers could be useful, humans could be useful, _cores_ could be useful. This had only ever failed her once, no, twice.

"No…" she covered her mouth with her hand and thought, "no, only once."

* * *

Wheatley was hiding behind a wall. When this had started he hated it, as he was out of practice squeezing himself through the cracks and small spaces behind the chamber walls. He was out of practice moving in general, but now it was as easy as it used to be.

"Look at you," he heard her voice in his head, "just like a rat."

She liked that one a lot. "Clever, love," he mumbled, "it's really clever when you keep saying that."

"I'm just not getting an adequate reaction." he could hear the smirk stretched across her lips in her voice. "I love it when you pout,"

"I'm not pouting. It's too dark to see that, anyways."

"Moron," she snickered, "your eyes glow."

He felt his face heat up and prayed to whatever was there to listen to him that it wasn't a blush, because she'd just _love_ that. _Who forgets that their eyes glow? You, that's who. Idiot._ He sighed a little and expected her to laugh.

"He's coming," she lowered her voice, as if everyone could hear her, not just him, "Pull the panel back,"

Her voice, prerecorded, started playing, his normal cue at this point, prompting him to open the panel by more or less shoving his pointer finger into the joint of the panel, as he was built with a sort-of-not-really master key. The subject today was a pretty big guy, probably a few inches shorter than Wheatley, but wider, not fat though, with a beard but bald up top. Or maybe shaved. He didn't know.

"Pssssssst," he hissed, "hey, you, human."

He looked over and seemed surprised that someone was in the wall, watery round eyes widening and his mouth not entirely closing.

"It's okay," he said carefully, "She can't hear us." Lie #1.

"She, like the recording? What are you talking about? What are you?"

"She's not a recording. If you keep listening to her, she's going to kill you, okay?"

"Who are you?"

"My name's Wheatley I'm an AI, like her, but the difference is I'm your only chance of getting out of here alive." Lie #2.

He looked skeptical, which was justified considering the rehearsed nature of his delivery. The first stumbling block GLaDOS faced in her plan for him was the fact that Wheatley was a mediocre actor. This was until, in what was one of the more terrifying instances in his life, she told him that he wasn't acting, he was lying. Her eyes then bored into him in a way that was both completely petrifying and slightly alluring and she said, "And we both know you don't need to be taught how to lie."

"I'll keep an eye out and when I find a way out, I'll let you know, alright?" Lie #3. She told him to smile at this point, so he did, "Don't panic, we're getting out." Lie #4.

"What's in this for you?"

He wasn't prepared for the question but he spat out an answer from somewhere in his head, "I need to get out of here, she's going to kill me. This is my last shot, too."

The human seemed convinced enough, and it didn't really matter if he believed Wheatley here. "Alright," he nodded, then looked up and around.

"Just keep going. Act natural." He pulled the panel shut, heard the elevator, and began the walk to the maintenance elevator that would take him to where he needed to be for the next bit.

"Nice improv," she said gently, "I was genuinely surprised."

"Thanks. Means a lot coming from you, love," he responded, strained. She clicked her tongue.

GLaDOS called it "leading" and seemed to believe that it was a solution to every problem she had with him. Well, not every, he supposed, because he was still alive to bother her, but sometimes he thought to himself that she liked it when he talked back to her, because it justified her being cruel. Firstly, having to follow her orders day-in-day-out until she decided he was no longer useful to her appealed to her obviously as a punishment. Second, Wheatley saw her trying to make him feel guilty for what had led to his banishment in the first place. It wasn't really working, because she was laboring under the (wrong) assumption that she was making him care about these humans. Sometimes they would make faces that reminded him of Chell, or sometimes their eyes would just...do some weird human thing he didn't understand and make him extremely upset, but 8/10 times he didn't feel anything but slight annoyance that GLaDOS wouldn't just get it over with and kill him. Thirdly, she found the whole thing hilarious. She wouldn't have him do it for every subject, only ones she found interesting, ones she thought would believe him. She rarely laughed, but he did notice that she enjoyed the looks of betrayal and fear on their faces when they eventually died. It was easy to tell when she was smiling, her voice got less abrasive.

It wasn't hard on him. He just had to walk and lie and then not show up at the end and after that she'd leave him be for a while. It could have been worse, and the only reason Wheatley didn't like it was because he sort of hoped it was worse.

GLaDOS wrote him alternate endings so he "wouldn't get bored." This particular human was destined for her original ending, in which Wheatley directly leads the subject into a trap which promptly snaps in one of a number of gruesome ways. It was her first and favorite because it was the one where he was supposed to feel guiltier...for some reason. The second one was just GLaDOS pretending to find out what they were doing and killing the subject. Wheatley liked the second one better, but only because he was allowed to leave faster most of the time, unless she was really mad at him that day. Sometimes she just was, he didn't question it out loud, sure that's what she wanted.

His job was to follow on foot and poke his head out and nod every once and awhile. They usually tried to signal or say something but he pretended not to see. The part in which the fake breakout occurred was at first uncomfortably reminiscent of the one he executed with Chell, with the lights cut and the doors opening and the running. The only reaction he ever gave her was a glare into a camera the first time around. He learned not to do that very quickly.

He led the human onto a catwalk behind the last chamber, taking him around a few corners and old meeting rooms, trying to appear concerned and hurried. He saw the room where the trap was laid and hoped he didn't look as relieved it was about to be over as he felt. She placed one of those bulkhead doors there so it would look like they were about to leave the area. _She's right, that's kind of clever,_ he thought to himself, and then was hit with something in the back of the head with a force that would crack a human's skull. The force knocked Wheatley over, but it was the second hit that knocked him out.

* * *

Wheatley was climbing a tree. He didn't know where he was and he wasn't really sure who he was, but he was climbing a tree. It was hard, he knew he was super heavy, but he didn't remember himself being this hard to pull up something. He stopped breathing for a moment hoping it would help him, but it didn't and he gasped, struggling before moving up another branch.

"Oi, look at this, fellas, Wheatley's trying to haul his skinny ass up that tree!" it was a voice and it sounded a little bit like his, but it was a kid he thought, because it was too high.

"Shut up!" he yelled down the tree in a voice that wasn't quite his, clinging to the trunk.

"Wheatley, you bloody idiot, get down from there!" another voice, maybe a kid, he didn't know. He was disturbed by how comforting it felt to be called an idiot in this world where nothing was quite as it should have been.

"Piss off, Peter!" he yelled. _Who's Peter?_

"I'm getting Mum if you don't get down right now!" it was a girl. Mum? He didn't have one of those, at least he didn't _think_ he did.

"Vicky if you get Mum, I'll tell your whole class you still pee the bed!"

"You wouldn't!"

He didn't know if he would, but he answered, "If you say so…"

"I hate you!" she squealed, "You're going to be in so much trouble when I get back!"

There were rapid footsteps then and he shouted, "Hey everyone! Vicky Wheatley still pees the bed!"

No response. He focused back on climbing, pulling himself up to the next branch with relative ease.

"You're so stupid." the second voice said.

"I can't hear you from up here!" he balanced precariously on it, standing up with a hand against the trunk. He wasn't that high up, really, but he felt like he was. "This isn't scary at all!"

The next voice he heard was impossibly stern and his blood ran cold for some reason. It was shrieking, "Paul! Get down from there this instant!"

 _Who's Paul?_ He thought, vaguely amused. His name wasn't Paul.

He heard a snap, and he fell, and that was it.

* * *

He woke up with his face in the catwalk, with a perfect view of the bottomless pit below him. He reflexively shrieked and scrambled away.

"About time," that was GLaDOS, he could recognize her. He knew her name.

"I-I was climbing a tree, and the thing my feet were on broke and I was falling and-"

"I don't care."

He looked at where he just was and saw a fire extinguisher. _Oh,_ he thought, _yeah, that makes sense._ "H-how long was I out?"

"Fourteen minutes, seventeen seconds, and counting. You still have a job to do."

It had felt like about five minutes to him. He thought it was a memory that wasn't his. Pseudo-memory. That sounded smart.

"Idiot, I said, you still have a job to do." she hissed, snapping him back into the real world.

He looked around, "Is the human-"

"Currently escaping? Yes. Thanks for clearing that up. Get. Going."

Beyond the trap room, he found the maintenance elevator and boarded silently so he could get this over with. This had happened only twice before and it was the first time one of the subjects actually attacked him. He wasn't very scared, shocked a little bit, because the only reason the human knocked him out was that he wasn't paying attention. GLaDOS knew this and was happy to not have to lift a finger.

Aperture wasn't an easy place to navigate. Every layer of it was labyrinthine, constantly changing even where there were no personality constructs. GLaDOS knew this, and always wagered on a human getting lost before actually finding her. This human was a bit different, Wheatley could tell, because he was dropped in the layer of the facility he knew her chamber was in. _She must be_ really _annoyed._ He didn't like the idea of her being annoyed at him, at least more annoyed at him than she usually was. She sent him tracking data on the human. He sighed in relief, noticing that it was pretty far away from her, and started towards him.

Wheatley didn't like the well-preserved meeting rooms and cubicles on this level. He didn't understand why she kept them so pristine. They both knew there weren't humans coming back to reclaim these spaces in which every construct in the facility knew their origins lied. Maybe it was something the mainframe had her do. Maybe she just liked having pet projects to pass the time. _That doesn't make sense._ He snickered to himself, turning a corner. She ran a 24/7 testing cycle. _She's busy enough making new tests._ He felt a surge of unwelcome admiration when he tried to run the math through his head and it didn't work. He hoped she couldn't hear his thoughts. He was always paranoid she had his comm link modified so she could listen to him think. He knew she didn't, because when they met that's what they had and it was wildly unpleasant for both of them, but it was something she would do if she knew she could embarrass him.

The human was leaving a room when Wheatley made eye contact with him.

"I see him." he said quietly, engaged in a makeshift staring contest with the brown-eyed man.

"You know what to do," she responded with thinly veiled interest.

He knew.

He closed the distance between them in a few long strides, grabbed the side of the human's bald head, and threw him onto the ground. He picked up his foot and drove down, stomping the man's neck three times. There was a lot of blood. He didn't like it. Blood smelled and was sticky in a way that Wheatley found distressing in a number of ways. He didn't like it because it crusted on his shoe and his coat and sometimes his shirt. The man gurgled and he left him alone to die. He wondered why she didn't just fill the floor with neurotoxin or deploy turrets or something that was easier than this. He wondered if she liked to see it.

That's when he saw her in the opening of the hallway, gray hair pulled back into a bun, wearing all black except for a yellow scarf around her throat. She was much shorter than him, something she usually camouflaged by not being around him, but clearly today was a special day. She wasn't smirking but looked like she was just about to smirk. _Smug_ , he remembered the word he was looking for. GLaDOS looked smug.

"What are you doing here?" he asked.

"You aren't done."

He looked at the man dead on the floor. "He looks pretty dead to me, love,"

"You're not leaving that there. There's an incinerator in the last room to the left." she frowned at him.

Wheatley sighed and went to the corpse, held his breath, and hoisted it up. _Great_ , he thought, beginning to feel sick. There was definitely going to be blood on his shirt now and he'd have to go find another one like it that fit. Or wash it...somehow. It smelled horrible and Wheatley remembered why he hated humans so much. They smelled like 100 things and 99 of them were disgusting. At least the ones he had ever smelled, he didn't usually go out of his way.

The door was a bit difficult to get into, but he managed, flinging it open and throwing the human into the incinerator in as fluid a motion as he could manage, wanting it done. Not wanting to stick around to check if his head made it all the way in the incinerator, he closed the door and turned around to see GLaDOS, looking at a large bloodstain where the human was killed. He took a few steps towards her, keeping his distance.

"I don't know how to fix that." he said, hands up in a premature defense.

"I didn't expect that you would know that." she responded, voice a bit too kind for comfort. She caught his eye despite him avoiding doing just that. Something in her eyes made him really nervous, because he didn't know what it was.

She stepped through the blood to stand in front of him. GLaDOS pulled her sleeve up to cover her thumb and reached up to touch his face, rubbing off a little bit of blood that was on his cheek and then dropping her arm back to her side. He was frozen, confused but not disgusted.

She smirked at the look of bewilderment on his face and whispered, "At least you're useful for something."

* * *

i told you guys i would write something that isnt smut some day

i dont think i have that many notes...um im in the process of proofreading and editing the second chapter which took me longer to write (i want to try and get these out two at a time and finish this one for once) so expect that shortly (three day weekend so ive basically nothing else to do). comments or whatever are GREATLY appreciate it, as is just having read my thing. i hope you liked it and will be back! thanks sosososo much for reading and i hope you have a great day/night!


	2. Chapter 2: Playing with her Food

**Chapter 2: Playing with her Food**

In its time, Aperture Science built a lot of personality cores. The cores themselves gave up trying to figure out how many of them there were because every time they would sit everyone down to have a census of some sort, whenever they were done counting, a few more would come out of the woodwork. Wheatley's personal guess was around a thousand, which was overshot probably, but he was never really good with numbers and was typically never invited to the gatherings, not that it particularly bothered him. It used to bother him but he quickly realized that most of the other cores were...annoying, to put it lightly. Or just mean. He could handle GLaDOS, because there was one of her and he could begrudgingly justify a lot of her bitterness, but a thousand pairs of glowing eyes with no names or faces or reasons to be glaring at him, that was terrifying.

A group of them, the ones that took charge after GLaDOS died and they all were activated, carved a space out by Manufacturing to "live" in. It was mostly a lot of gutted human offices and empty catwalks, like the rest of Aperture, but it was different because...well, because they said so, he guessed. He was never down there, or very rarely, and he got the feeling he wasn't quite welcome there. They _did_ give him the worst job, one that, he theorized, was meant to keep him as far away from them due to his well-deserved reputation for breaking things.

It had been...a while since he had last been down here. He wasn't good with time either. _Maybe fifty years?_ It felt more like two years but that was _definitely_ not true. He didn't really want to know how long it had been, on second thought.

He twitched. That's why he was down there. Wheatley had a natural nervous twitch, one of those fun little quirks that the humans must have thought was so cute when they programmed him with it, but after the fire extinguisher incident, it was beginning to exasperate itself. This had happened once before, when GLaDOS had popped his eye out after waking up, and he assumed it had never quite fixed itself. The tear in his fake skin had healed in space, but he still had the crack in his left eye from the incident.

Wheatley had heard there was a core back there that liked to fix things. Spatial Reasoning, he thought was her name, which was long and cumbersome and he sympathized. He didn't know if she could fix his twitch, because he didn't have anyone to ask. There were about three cores he interacted with semi-regularly, and none of them knew her to his knowledge. He hoped she was reasonable.

There weren't many cores on the catwalk, for which he was thankful. It was always easier to stare at your feet and avoid looking at people when there wasn't a lot of people around to begin with, he knew from experience. He counted the doors he had passed in his head until it got to 7, and then he knocked on the frame of the door to announce himself.

"Hello?" He asked.

"What do you want?" came the response.

He stepped inside as to not be awkward and saw her sitting at a desk, messing with something small and metal in her hand. She was taller than he thought she'd be, with dark almost-purple hair. _Everyone is taller than you think they'll be._ Wheatley sought to introduce himself, "Um...hi. I'm-"

"I know who you are."

 _That can't be good._ "Right. I-I was told you...um, fix things."

She glanced at him with barely-purple blue eyes, then looked back at her work, "Do you need something?"

"Well, I guess I don't _need-_ "

"Then get out, please."

"I have a twitch. I got hit with a fire extinguisher, um...it's a long story. But it's worse now and I don't know what to do." He tried not to sound too desperate.

She again looked at him briefly, "No. I'm not jostling around what little you have in that head of yours. Too dangerous."

"But-"

"If it makes you feel any better, I wouldn't do it for my best friend. Why don't you go ask your friend upstairs for help?" she sighed.

"Ex-excuse me?"

Spatial Reasoning snickered, "Get out. I'm busy."

"Thanks anyways." he said flatly, backing out and trying not to make a big deal out of this, because he felt the beginnings of an outburst planting themselves in the back of his mind.

"You're welcome." she waved, "Bye-bye."

Wheatley counted to 10 and walked a long step with each count, which must have looked bizarre, but he was too focused on not making anything resembling a scene to care. The thing that enraged him the most was that he had never spoken to her before. What had he done to make someone he had never spoken to hate him? He thought he knew why before, and had been able to cope, because that hadn't been true-he _wasn't_ a moron. He was just...unlucky. And sometimes very selfish and panicky, but he'd been trying to work on it.

The core's comment about his "friend" bothered him immensely. It was obviously about GLaDOS, but he still told himself that he was jumping to that conclusion. But it was obvious. Was it ironic? Did she think that they were actually friends? He was surprised at how much the concept of being friends with GLaDOS, being pleasant and helpful, didn't repulse him. He didn't want to think about it, so he returned to seething about being perceived as anything more than GLaDOS's tool, or more precisely her victim. He turned down a hallway leading down to a dead end and sat on the floor, back against the wall and legs extended in front of him.

"That's absolutely ridiculous." he said to himself, shaking his head. _Why am I always being misunderstood?_ He whined to himself and wallowed a bit.

Wheatley was left alone for a while, and he continued to feel sorry for himself. This wasn't necessarily his favorite activity, but it was what he was doing most of the time.

"Hey! What are you doing back there?"

His head snapped up when he heard someone speaking in his general direction. It was Rick, he could tell by the stockiness of his figure and the pair of green eyes glowing in the semi-darkness.

The Adventure Core was one of the aforementioned three cores. He had been in space with Wheatley, though they weren't close enough to interact. Wheatley effectively met him in the probe on the way back, when he was freaking out because he was probably about to be killed.

"Hey," Rick had said, "you kind of deserve it."

Wheatley remembered he was right, and it was actually rather calming.

He wasn't the best friend, being horribly self-absorbed and far too bold, but he put up with Wheatley and vice versa. It was good to have someone who wasn't always hostile.

"Oh, hello!" he stood up and met Rick where there was more light.

"What are you doing down here?" he asked, narrowing his green eyes skeptically.

"Is it weird for a core to be back here?" he shot back, not really wanting to explain why he was moping where he was moping that day.

"For a core? Nah. For you, yeah."

"That seems unfair." he crossed his arms over his chest proudly, but gave up, sighing, "A human hit me in the back of the head really hard with a fire extinguisher."

Rick guffawed.

"It's not that funny." he whined.

"Uh, _yeah it is._ " Rick responded, "So, what? Is your skull cracked?"

"I dunno, but I'm twitching really hard again."

"That's rough, pal."

"I asked someone if they could help me and they were just...really rude."

"That doesn't shock me." He laughed, "Who'd you ask?"

"Um...Spatial Reasoning? I think that's her name that's what I've been calling her."

"Oh, Puzzle. Yeah, no wonder. Puzzle hates everyone." Rick was smiling now.

Puzzle. Huh. Wheatley shook his head a little, "It was stupid. I don't know why they all hate me so much. Well, I know _why_ but that isn't true."

He looked at Rick, daring him to contradict him. He didn't take the bait.

"They all kind of suck anyways. Except for me obviously."

He looked at his feet, "You're probably right." Wheatley looked up, "The thing that makes me angry is that Spatial...er, Puzzle...anyways, she told me to go ask, you know," he gestured upwards, "and she called her my _friend_. Do they really think I'm doing any of this by choice?"

Rick laughed, "They all think you're her mole or something, I think."

"She doesn't give a rat's ass what goes on down here. I don't think I've ever heard her mention any other core."

"And if you haven't heard it," he smirked, "we know she must not say it."

Wheatley frowned, "What are you trying to insinuate?"

"I'm just messing with you."

He calmed himself down for a minute, then spoke up again, "If they knew anything about her, then they would know that she hates me."

"I'm not so sure about that," Rick drawled.

Wheatley blinked at him, confused, "Why not?"

"Look, all's I'm saying is that if she completely hated you, you'd be dead. She has no reason to be toying with you like this if she really hates you." He shrugged.

He had this thought before and it was typically shooed out of his mind with abandon. That simply wasn't a possibility. "She's playing with her food." he said, "I'm just surprised she hasn't gotten bored already."

Rick guffawed, clutching his stomach.

"Haha right, laugh at me. She's going to _kill me_ and then who will you have to laugh at?" he narrowed his eyes, "No one. Except you...and _your_ stupid hat!"

"My hat is _not_ stupid." Rick adjusted it on his head, "You should know, you're an authority on stupid."

"I'm not-"

" _Anyways,_ " he cut Wheatley off, "God, you're so predictable. But, anyways, she hasn't gotten bored, because you and I both know you wouldn't be standing here if she got bored. And rightfully so."

He sighed and mumbled, "Why are we friends?"

Rick didn't hear him, "You're right though, she's definitely playing with you. I think it'd be in your best interests to start playing along."

"I don't get what you're trying to say." Wheatley blinked at him, "I play along, I have to."

"No, no, you do, but not as much as you should. Your problem, Wheatley, is that you don't stand up for yourself, and she probably likes it the most when you do that."

"She likes it the most when I'm miserable," he said bleakly.

"Yeah, she does, but like actively miserable. All of this 'Oh, I'm waiting to die,' mopey bullshit is definitely making her mad. Hell," he rubbed his chin, "she's probably being shittier to you just because you aren't reacting."

Wheatley didn't say anything. He was thinking through what had just been said and finding it...troubling.

"If I provoke her," he said after a long pause, "she's just going to kill me faster."

"Either way, you're dead, bud. Might as well go out with some dignity or something." Rick shrugged, smirking, "I mean, that's what I would do."

He has a point. He never really got "dignity." Well, he knew what it meant and could explain the concept somewhat accurately (at least he hoped so) but he just never really got it. It seemed pointless and while he considered it sometimes when making decisions, it usually didn't mean much especially because of his tendency to panic. When he panicked, there was no dignity or pride or anything, just survival and comfort.

Somewhere, beyond his first instinct, fear, there was a bit of anger directed at GLaDOS. It started rather small, being trapped under the fear, but it grew rapidly. He didn't like this. Deep down he knew she was playing a game with him that he wasn't able to understand, a game he couldn't figure out because he wasn't her. She was trying to make him look stupid, because he couldn't understand what she wanted from him. He wasn't stupid. Nobody but GLaDOS could know those things. He could not be expected to _know_ these things. And he was angry.

"I think…" he trailed off, "I think you're right."

"Of course I am."

Wheatley was tired of this. Tired of games, tired of tiptoeing around her in an attempt to avoid her anger. _We're done_ , he thought, _I'm done._ So what if he died? He didn't linger on the question out of fear. It was much easier to be angry with her now that he knew what her life was like somewhat. Before the core transfer, she was distant and implacable, a force of nature. Now, she had reasons, held grudges, made decisions. And that only made him angrier.

Rick laughed, "Oh, there it is! I caught you twitching."

"Go to hell," he said back, pushing his glasses up his nose.

"Did i make you mad?"

"It's not you. Well...no, it's not. You just brought it up."

"Hey," he shrugged, "I didn't bring Her Majesty up. _You_ did that."

"...what are you trying to say?"

"Nothing. Like I said before, I'm implying nothing. Just reminding you that _you_ brought _her_ up." Rick pointed at him.

"I don't have time for this. Goodbye." he left. That was a blatant lie, because he had nothing but time.

"See you later!"

"You might."

He heard the laughter fading behind him and Wheatley sighed. He'd have to go find somewhere else to mope now with the added challenge of preventing his thus-far contained anger from blossoming into a bout of his particular brand of impotent rage.

As if she had been waiting for him, GLaDOS contacted him, "How close are you to an elevator?"

"What?" he asked flatly. There was an uncharacteristic pause in her response and he liked that she reacted.

"I said," she fragmented her speech as if he couldn't understand her, "how close are you to an elevator?"

"I happen to be standing in front of one at this moment." he responded, "Why?"

GLaDOS paused again, "Why do you think?"

"I can't read your mind, love."

"Get in the elevator."

"Whatever you say," he said quietly, following her instructions. He felt a little rush of...something. It was disconcerting because he had a bad history with this sort of thing, but he liked it quite a bit.

The elevator moved to where she wanted him to be and she said nothing. This was fairly typical, she wasn't one for small talk, but her silence was oddly pregnant. It annoyed him, but he refused to speak first.

"I enjoyed your performance last time," she said finally.

He smirked, "I'm sure you did."

There was no hesitation this time, "What's _that_ supposed to mean?"

"What do you _think_ it means, love?" Wheatley snapped back. He screamed at himself not to do what he was doing, but he was having too much fun to listen.

GLaDOS said nothing else.

The doors opened at a point behind one of the testing tracks.

"Any requests, love?"

"Stop calling me that."

"Hmm…" he hummed, located a camera, and looked straight into it, "I'm not sure."

'"Let me make up your mind for you." She was angry. Very angry. Her voice became low and smooth, "Don't call me that. That's not a request. It's an order."

Wheatley felt a weird zip run up his spine and it took a lot to keep the calm smirk on his face. He hoped she hadn't seen that, and decided to carry on as if she hadn't. He slipped in between the panels and the wall without being told and, peering through cracks to reaffirm what the map in his head told him about the chamber, positioned himself.

She was silent.

 _If this is all it took,_ he snickered to himself. He loosened the panel, letting himself be seen barely.

"What are you doing?" She asked, slightly exasperated by the sound of it.

"Trust me," he said without thinking.

GLaDOS chortled, and he knew that they both recognized the irony. _That's not going to happen anytime soon._ He watched the human from afar. It was a woman. He hated it when it was a woman. Thank Whatever, she was blonde and slight, with weird not-quite-green eyes. Her eyes, with their milky sclera and moist surface and weird way of holding light, bothered him, and he decided against looking at them too closely. She seemed oddly cheerful, trusting. _Oh...she wants a show._ He smirked.

He called out a bit early, "Hey! Hey, human!" he motioned, "Quick, please, come here!

She smiled at him toothlessly, "She's watching me, I can see the camera."

She was right. He smiled back, "I know. There's nothing she can do. She touches you before the tests are officially over, and that's a breach of protocol. And those _hurt_."

"And what about you?"

"Me? Oh, she can't touch me." a half-lie. Not bad.

"Is there a way out?" she asked, moving forward a little bit, as if she trusted him now. Maybe she was just desperate.

"Well, I'm working on it, nothing yet, if I'm completely honest. But if I had your help…"

"What are you doing over there?" GLaDOS's voice came over the intercom, her real voice, the low scary very angry one. Wheatley froze. What was she doing?

"I-I'm just talking to your friend."

"We're not-"

"That little idiot is not my friend. He's insufferable. Do you know how many humans he's gotten killed with his asinine escape plans?"

"At least they died free!" he paused, "...sorta."

She chuckled, a small sound that made him feel funny, "Please. Dying for the sake of science is much more dignified than dying in a bizarre accident due to the negligence of an idiot android."

"He doesn't seem too stupid,"

The quiet laugh evolved into a very loud laugh he had never heard from her. He scowled.

"I'm not an idiot." he said, trying to project his voice.

"We aren't doing this today." GLaDOS said, "Tell you what, SUBJECT 183348, I'll allow this little plot. I love some intrigue it breaks up the monotony...but, know, you're going to die today either way."

"She's wrong. She can't know if this is going to work or not." he said quickly. That was a lie. She knew. He knew. Only the human was hopeful for a stay of execution, so to speak.

"Right. You don't." the human looked pointedly into a camera, indignant.

GLaDOS laughed quietly again, "Sure. Just watch your back around that moron. He has a history of stabbing. Backs, I mean."

"One time. That was one time. And I was only horrible because of _your_ mainframe. As you know fully well, love."

"I've been plugged into this mainframe for centuries and _I_ never put someone in a potato. _I_ never shut down _every_ and I mean _every_ anti-nuclear meltdown safeguard and fire prevention protocol up to and including manually-operated fire extinguishers. You want to know why the Enrichment Center has no more fire extinguishers, SUBJECT 183348? Thank him. He destroyed them, somehow."

"I didn't turn off the sprinklers…" he said under his breath. Wait, that was a lie. _What's she doing?_

"And even after that, and that's only part of what he did, mind, he's alive. _That_ is mercy. But, now, you keep killing my test subjects again, and I regret ever letting you live."

"That sounds…" the human's face was pale and her eyes wide.

"Unbelievable? Yes. Yes it would be. Something like that is what's going to happen to you if you play follow the leader with him. Go out with some pride, you humans love pride."

"Do you know what's at the end of this testing track?" he yelled, leaning out from behind the wall, "It's a metal plate with metal bits on the ends. For crushing. She likes it when there's blood, it's sick."

"I only bring out the crushers if you follow him. All Aperture Science Computer Aided Enrichment Center Test Subjects are entitled to a brief but luminous Victory Candescence after their tests are complete."

"That means fire, love. She's going to set you on fire."

"You'd die from smoke inhalation before you would ever feel anything more than a 3rd Degree burn." GLaDOS butted in.

"Comforting." the human said under her breath.

"Please," Wheatley begged, "Just trust me. I know all the pathways back here but I'm forbidden from opening some doors on my own. There's nothing for you to lose."

"My life is a thing I'd like to keep." the human said. She was so scared of death, it occurred to him. He didn't like that thought.

"There is a 100% chance that she is going to kill you if you don't try for it."

"It's actually a 93% chance. She has about a 6.9 repeating% chance of dropping dead from organ failure before the end of the track." GLaDOS explained.

Wheatley looked at her and she looked back. She asked, "Let me in the wall. I want out."

"Haha! Suck it, love! Not you, love, um...her. Call every woman that…"

"Even the ones who _politely_ ask him not to." GLaDOS interrupted.

"You can't do anything politely." he snapped.

"Let me in the wall." the human repeated.

"I can't. She'll just crush us in it. Well, you really." Wheatley wasn't sure if he was right, but it was worth a shot and he came up with it quickly.

"Get in the elevator when you're ready to, you know, work again."

"Keep an eye out. We can do this." he clenched his hand dramatically and the human puffed her face up like an angry toddler. Determination? He didn't know what else it could be. She clenched her hand, too, and then ran off.

"You idiot." GLaDOS said through his comm link, the girl now gone, "You absolute, useless, pompous, miserable _wretch_ of an idiot."

"Well, that's not very nice, love…" he closed the wall panel and began to squeeze out.

"Do you like causing me grief? Is it some sort of hobby? Maybe a fetish? Because you do it all too well." it was the angriest he had ever heard her, and he felt alive again...well, sort of alive.

"I practice. All those hours when you leave me alone I practice exactly what to say to you to make you pull your hair out." he joked.

"You aren't smart enough to do something like that." she responded.

"Well it just bloody worked!" he yelled, coming out in the open catwalk from the wall.

"Do you want to die? Because I feel like that's what you're trying to communicate here."

"Come and get me. You're five foot four in three inch heels! Let's just get this over with!"

"You'd like that, wouldn't you?" she asked, voice quiet and smooth in a way that wormed into his head. He shivered, he hated it.

"Yes, love." he lowered his voice, "I would _love_ that."

"I have a tally of all the years I'm going to make you do this. I just added a century." she responded, "Your new friend is now 2 chambers ahead, and 2 chambers before her grand demise. Go poke your face in and look present."

He twitched with rage. It wasn't helping his twitch in the slightest, in fact it was probably making it worse. He screamed out into the bottomless pit.

" _Move! Idiot!_ " she screamed back.

He stomped off, mumbling incoherently. She said nothing as he marched to the wall of the third-to-last chamber, poking his finger in the socket and pulling the panel out to peak in. The human smiled at him. He looked away. That was too much contact. He left to get to the next chamber. He could speak with her then.

Wheatley thought he heard a spare set of footsteps and chalked it up to a malfunction caused by his head injury. He looked behind him down at a pale face. He gasped and jumped back, then sighed and relaxed.

"Thanks for loosening that panel."

"Y-y-you're welcome. Sorry, I-I'm very easily st-startled." he laughed breathlessly, trying to appear calmer than he was. He wasn't.

"No worries! Come on, I think she knows I snuck out. She didn't crush me when I climbed through, though. You were wrong,"

Of course she didn't. He thought to himself, Playing with her food. He knew he had to lead her back to the death trap. Or he could kill her. He found the idea distasteful because he felt like he sort of liked her a little, or he knew her better than he normally knew his targets. The death trap, then. It was decided.

"I'm Maren, by the way. Do you have a name?" they started walking and she caught up with him.

 _Oh, now you've done it._ He tried to keep the dread from showing in his eyes, "It's Wheatley."

"That's a funny name for a robot." she laughed.

He didn't like her so much anymore, "I-I suppose."

He knew from GLaDOS's silence that she expected him to deal with this. Gears clanked as they turned in his head, but his version of quick-thinking seemed to be working on M- the girl. She continued to follow him. _Like a weird featherless duckling...No_ , he thought, _ducklings walk behind you. She's more like a dog, I think._

They reached the end of the catwalk, and Wheatley had no ideas. He looked around, searching for something, anything. He could throw her off the side, but she could survive that. Probably. He still didn't want to directly kill her. _Directly…_

He stuck his finger in a socket, lifting a panel out of the way, "I'm afraid we'll have to go through here to get out, but I'll be right behind you."

She climbed through and he promptly closed the panel.

He wanted to hear screaming or banging or something. Desperately, he wanted that. But he didn't hear anything over the gunfire. He winced at the loudness and walked away towards the elevator.

It took him a minute, but he said, "I hope you're happy."

"Marginally." she responded, "Your name is stupid, by the way. _Maren_ was right."

"Don't-"

"Every subject you've ever led, ever killed has a name. Do those ones bother you the same? Not knowing a person's name doesn't mean they're not a person, you _idiot_."

"I said don't, love." he said quietly, stepping into the elevator.

When it opened again, he was on the top layer, where her chamber was. He twitched, immediately terrified.

"Idiot." her voice was clear and he swung around. He hadn't noticed her standing in the shadow of the opening in the wall.

"Look, I'm not in the mood."

She stepped towards him, folding her arms over her chest, "Does it _look_ like I care? Really, I'm curious."

"I have had a _very_ rough day and I'm tired of your bloody lectures so just get it over with. Kill me." he twitched.

"You're twitching."

" _What?_ I had no idea! I had no idea the head injury _you_ caused me is g-getting worse. I can't believe it hadn't occurred to me that, God, imagine, I was t-t-t-t-t-twitching! Maybe, when Wheatley said he was having a rough day, he wasn't lying! Unheard of!" he yelled, waving his arms around wildly.

"Head injury." she said, voice flat, "What head injury?"

"You poked my g-goddamn eye out!" Wheatley screeched, "My eye has been broken for...I don't know! Don't tell me!"

"Let me see." she walked to him and yanked him to bend to her height by the tie. GLaDOS poked his eye, examining the cracked glass, "Stop blinking on me!"

"Sorry, love, it's just really uncomfortable to _have someone's finger in your eye._ "

"You should have showed me this sooner, moron. This is an actual problem." she pulled his eye open further.

"How'd you not notice my eye being off?"

"I thought you had done it to yourself and it didn't seem to be a problem. Did the fire extinguisher incident...of course it did. Why else would it be flaring up, now? Idiot." she backed off, covering her mouth with her hand in thought.

"Hey, why are you calling me an idiot? A-and what was that about the fire extinguishers earlier?"

"A little poetic justice. For drama. Now do you want me to fix this or not?" GLaDOS asked.

"You can f-f-fix this?"

She snorted at him, "Of course."

"I...I don't know. I don't really want you...snooping." he slouched a bit more than usual, curling into himself.

"Understandable. Just remember, you have a few centuries before me killing you is even on the table." GLaDOS reasoned.

Wheatley laughed, "I dunno, love. You...you tend to g-get bored pretty easily."

"Trust me." she said.

There was a pause, and they both laughed.

"Idiot." she shook her head, smirking, "Just let me. As compensation for breaking your eye in the first place."

"I mean," he shrugged, "I guess I don't really have anything to lose, y-yeah?"

"That's true," she said brightly, "you _really_ don't."

"You know what's funny?"

"Other than your existence in general?"

"Hah." He frowned, "No. What's funny is that I asked a core for help earlier and she told me to ask you and now you're going to fix it. I was offended when she told me to ask you."

"Offended?"

"She said we were _friends_." He pushed his glasses up his nose, "They all think we're in cahoots...you know...friends."

"We are in cahoots. Not a very complicated cahoots. I've been in cahoots with people I hated before."

"I remember, believe me…" There was a weird, sort of awkward silence between them.

"We aren't friends." GLaDOS reiterated, "Just...partners. For the time being."

"Partners." The word sounded vulgar for some reason to him. Like there was some double-entendre he was unable to grasp.

"Stop blushing, moron. God, what goes through your head?"

"Lots of things." He answered, "Like...ways to make you mad at me. A lot of those."

"Frankly, you're wasting thought on that. It comes so naturally to you."

She wasn't lying, and he laughed, shaking his head a little. He thought he saw a little smile on her face, but it disappeared. Her eyes, "normal" eyes that didn't frighten him, were less intense and more amused. It wasn't a bad look on her, he noticed against his will.

 _Well,_ thought Wheatley, twitching, _things could be a lot worse._

* * *

cahoooooooots ::::D (also sorry for the title drop lolololol)

i love rick a lot and i love the idea of them being really shitty friends and basically just like ranting about their problems while the other person isnt listening because they're busy ranting about THEIR problems. just a really horrible friendship

puzzle is a character i came up with explicitly for this chapter and maybe future chapters bc i couldnt think of a way to stretch any of the existing cores to the role i needed her in idk. basically she was a core created to help with test creation, but it was basically redundant and uninstalled. next chapter ill probably get into some more shenanigans with aperture's history and stuff, i have a written plan i just need to sit down and push it out of my fingers u feel me

ty so much for reading i love you all


	3. Chapter 3: A Familiar Ceiling

**Chapter 3: A Familiar Ceiling**

Wheatley had forgotten how nice it was to have two eyes. He couldn't remember how long it had been, but it was longer than he liked. When he rebooted, he was staring up at the too-high ceiling of GLaDOS's chamber. Despite the glasses (which were just frames without lenses due to the whole glowy-eye thing), his sight wasn't all that bad, as it had no reason to be logically. He had adjusted to the new lackluster depth perception fairly quickly when he had been half-blinded, but it was never really quite right. He was happy everything was back to normal, even though it definitely wasn't.

He was content to lay and watch her processors spin, but she figured out he had rebooted successfully, dropped down from her platform, and kicked him swiftly in the side of his stomach.

He groaned, "Can I just have, I dunno, _a minute_ to myself without you ruining it, love?"

"Maybe I erased the memory by accident, but I know I distinctly remember telling you not to call me that." GLaDOS responded.

He propped himself up on his elbows, "Please tell me you didn't erase anything."

"It's a joke. Like you."

He laid back down and groaned again.

"Get out of here, I'm busy and I can't babysit you." she kicked him in the ribs this time. He shot up.

"Dammit, what's your problem?" He asked angrily.

"Let's see. I'm currently suspending testing because I have to talk to a moron who won't leave my chamber."

"I'm leaving." He said, "Your little feet hurt a _lot_."

"Get. Out." She stared at him, eyes narrowed, hands balled into fists at her sides.

He looked at her face, really looked at it, because it was the first time in however long that her face was perfectly clear to him. She had thin eyes with bags underneath them that she had to have been made with. Her nose was small and slightly pointed, and the only word that made sense to describe her lips was pouty, although that might have just been her default slightly angered expression.

He promptly turned and marched himself all the way to Manufacturing, where there was nobody to interrupt him resting and him definitely _not_ thinking about GLaDOS's face with its new level of detail. It was loud and hot near the Turret Redemption Line but loud noises helped him not think about things.

But even that didn't help him. GLaDOS had a face that looked like it belonged to somebody else, like she was impersonating someone Wheatley cared about or respected or something. That was ridiculous, he knew, because he didn't really care about anyone. _That's a tough pill to swallow_. He changed the subject of his thoughts before the jumpsuited elephant in the room was brought up.

The thing that kept coming back no matter what he tried to think about was her face. He had never really thought about it before, but she had always looked familiar, but whom she resembled he hadn't the faintest idea. He couldn't remember a time where her particular scowls and smirks and pouts were unfamiliar to him. He told himself that could not be true, but he really had _no idea_.

He sighed and sat on the floor against the wall, head in one hand. It was as good of a time as any to mope.

He tried to remember a time before GLaDOS, but of course, to him, there wasn't one. It was always a strange thing to think about- _she's_ the reason they all were built in the first place and she hated that. Hated them.

He didn't like to remember being activated. GLaDOS didn't like to recall the event, either, and it was agreed upon (silently of course) to never speak of it to each other. He had to admit that she got the worst of it by quite a margin, and he was pretty heavily traumatized.

The first thing he remembered was the Aperture wheel logo and a boot up screen. Then, the same ceiling tiles he stared at when GLaDOS had completed the repair of his eye. It was too bright, and somehow knowing exactly how to accomplish this, he covered his eyes. He didn't know it, but he was the second core, after Morality proved to be...inadequate. He heard them both almost immediately.

"Main Core," the voice was slow and emotionless, "I cannot authorize access to the Aperture Science Auto-Locking Rocket Turrets. Such an action would place the productivity of Aperture Science employees at severe risk as well as impact Aperture Science's already tenuous standing with OSHA."

"I don't care. Grant me access or I'll teach you something about _severe risk._ " that was GLaDOS. He saw her sitting there and was instantly afraid. Something was wrong about her. He didn't know what. Looking back, it was probably the same issue he had earlier.

She had looked at him suddenly, her eyes narrowed into what looked like glowing yellow slits, "You. If you know what's good for you, you will stay _quiet_." Her mouth didn't move.

The wire that attached at the back of the neck of all three present that day connected their minds in a single headspace, so that the boundaries of who was who were of utmost importance. It drove whoever was attached to violently clashing, getting under each other's skins so that the animosity drew a clear line between them.

Morality was always weird in that she only spoke when there was some protocol being violated, this being the only kind of morality she was capable of. She didn't care about the boundaries, didn't care about the fights. So it was mostly just GLaDOS and Wheatley.

She never called him by a name. Most cores that didn't know him referred to him as "ID" because it was a lot shorter than "Intelligence Dampening" and was also the two first letters of "idiot." He remembered his name a few days after being activated. It was just there suddenly. _Wheatley._ He told them. She called him something along the lines of a moron. He disagreed. They began to yell back and forth.

The scientists, unbeknownst to him, were hoping for either a decrease in focus and intelligence on her part, or the shifting of her anger from the humans to him. They got neither, instead, his constant chatter and interruptions made her mad, period. She started breaking their things, deleting important data, going out of her way seeking cracks in the system she could exploit to kill them. Wheatley had no idea why her hatred was so virulent. He didn't like the scientists, either, but that was because they teased him. He didn't want to exterminate them, maybe just banish them or something. He didn't really care too much, but she cared enough to stubbornly try and accomplish her goal in spite of him and in spite of Morality.

They got scared, decided he was too much of a risk to keep attached to her, shut him down, and put him in storage, but the damage had already been done. And that was the end of that.

He tended to underemphasize the harm he did when he told himself the story again. It was inconvenient to remember that she was a victim, too, most of the time. But he noticed it now. He remembered getting impulses to talk and talk and talk. He didn't remember what he talked about, but he remembered her hugging herself and staring wide-eyed at the floor. Wheatley didn't like to remember that.

 _She has a reason to hate me._ He sighed.

"'Like a tumor…'" he whined, dropping his head to the side to lay down and mope more. Space had provided him with time, time with nothing but thinking to do. Time spent picking apart every second he remembered. Ever. He wasn't sad, just tired, at least that's what he thought. Tired of remembering what he was built to do.

After maybe 30 minutes of laying on the floor, he heard the vague likeness of a turret. He couldn't make out what it said, but he froze. He looked the way he came, then sat up and looked the other way. Nothing. He stood up, confused. _A turret must have fallen off one of the belts up ahead,_ he thought. If he came down here again, he didn't want it to scare him. He decided to get up and dispose of it.

He rounded the corner and jumped through a Emancipation Grill, afraid as always that it would emancipate a limb or several. He saw the turret, facing towards the wall. It was a whole turret, he was expecting a broken one, maybe just a few pieces. It was too far away from the conveyor belt to have fallen, meaning it had to have been placed there. _How peculiar..._ he turned it to face him.

"What have _you_ done?" it focused its eye on him and he stepped back. She _would_ do this. Of course she would do this. It probably wouldn't even kill him, on second thought, she wouldn't care if it didn't. He flinched.

Nothing.

"Must be defective." he said under his breath. It didn't look defective, "Hello?"

"Hello."

"You scared me."

"I'm different." it sang.

He thought that sounded a little bit familiar, but he didn't think too hard about it, "Yeah, you are. What are you...how did you come to be facing that way down here?"

"Her eyes were grey. You don't like to be played with."

"What are you talking about?" he asked. _Grey eyes? What does this thing know about grey eyes?_

"It's unwise to trust her. You know that."

He blinked, stunned, then shook his head, "Definitely malfunctioning or something."

"The answers are _beneath_ us."

 _She might want to see this_ , he told himself. If there was something happening in manufacturing to cause this, she'd want to know so she could beat some sense into whoever allowed it to happen. _Cahoots._ He grimaced at the idea, but she seemed pretty mad at him earlier, and since he knew now she could be helpful, he thought it would be nice to remain at least civil.

He picked it up and turned back the way he came. He was stopped by the same Emancipation Grill. He set the turret back down.

"Don't worry!" he said, using the turret as justification for talking to himself, "I can hack this."

Wheatley gingerly stuck his hand through to the other side and got a grip on the protruding part of the Emancipation Grill. He pulled and it came out of the wall, breaking it and clearing the field. He tossed the piece over the side of the catwalk with a preformative "oops" and picked the turret back up, heading out.

GLaDOS met him at the elevator, arms crossed, "Why are you breaking things back in Manufacturing?"

"I didn't break anything." He answered, setting the turret down off to the side.

"You idiot, I got an alert. You broke an Aperture Science Emancipation Grill."

"I _hacked_ it, didn't break it."

She narrowed her eyes, "You literally ripped part of it off, then tossed it into the bottomless pit. You broke it."

"What you're describing there is hacking, love. I know it can be a little hard for someone who's-"

"Shut up." She rubbed her temples with both hands, "I don't know if you think you're being funny or cute or what but whatever you think you're doing, it's not working."

"Fair enough. Anyways-"

"Why'd you bring this up here? I didn't ask for a broken turret, unless I'm misremembering and I'm fairly certain I'm not." she looked at the turret.

"I don't want this!" It chirped at her.

"What is this?" GLaDOS stared at him and pointed at it.

"I dunno." He shrugged, "I was, uh, thinking down near the Turret Redemption Line and I heard it so I went to see what it was, and it was perfectly upright facing _away_ from the catwalk. So I thought, 'well, this shouldn't be here' and then it started saying weird things to me so I was bringing it to you."

She knelt down and examined it. Her brow was furrowed and she seemed slightly troubled.

"Is everything alright?" Wheatley asked.

"Other than the fact that I should be _testing_ right now, no. Well…"

"Her name was Caroline."

Her eyes got big.

"What?" he asked.

"If you know what's good for you, you will get right on that elevator and _not_ ask any more questions." She responded coldly.

"No. You're going to tell me what just surprised you."

" _Moron_ , I swear to God you do not want to play with me right now."

He smirked and folded his arms, "What if I do?"

"Then I guess I'll just have to dismantle you. While conscious. Maybe a few times."

"We know how to put a man back together," the turret responded.

She glared at it, and then back at him, "Point is, unless you really want something bad to happen to you today, and you really don't, you will step right onto that elevator and mope wherever it takes you until I ask for you. Understand?"

Wheatley paled a little bit, but stood his ground, "Go ahead. You're going to tell me why you're freaking out. What's a Caroline? Was that...you know, _her_ name?"

GLaDOS looked genuinely taken aback, "Her name was Chell. You didn't even know her name?"

"...I kind of forgot…"

She shook her head at him, "Unbelievable."

"I'm still not leaving." He smirked again.

"You are. You're going to get right on that stupid elevator because, like it or not, idiot, you're afraid of me, and you will _always_ do as I say."

"I don't all the time. I didn't before!"

"Mhm. Right." She stood, "You don't do what I say right now and see how it turns out for you. I know _various_ ways I could make your life a living Hell, and I will start from the very top of my list if you do not get on that elevator _this second._ Try me, I invite you to."

Her eyes were too big but too small, her irises little like how his got when he was nervous. She didn't seem very nervous. Him, on the other hand…

"You're _going_ to tell me. I'll make you." he stepped back onto the elevator, giving up.

She said nothing, and picked up the turret. That was all he saw. He was angry. Wheatley didn't like the tone of her voice, and he didn't like the way she thought she could just brush him away. It might not have even been anything, this Caroline thing, but now it was a secret. _Another mystery in this godforsaken place._ It occurred to him that he knew very little about this facility.

That was weird.

 _Well, no_ , he realized. From the time he was first activated to when he was put in storage was not very long, a few weeks perhaps, and he was only able to see GLaDOS's chamber. He only regained consciousness when she died.

Wheatley remembered waking up in a dim room lit with a distant light and the glowing eyes of other cores. He didn't know there were so many of them, some standing around, some walking through the rows of storage pods, dazed, and some still "asleep" or sitting in their pod. It was too much stimuli, too many new things. Where were the humans? He couldn't see Morality's purple optics among the cores that were in his sight. And then where was... _she?_

The last question was the first answered, the Announcer periodically said, "Attention, all Aperture Science Personality Constructs, welcome back! We hope your brief detention in the Storage Wing has been forgettable, if not enjoyable! Due to a catastrophic failure of the Main Core, you are now tasked with the upkeep of the various parts of this facility. A list of jobs that need to be undertaken in order to do this has been linked to your Construct Profile, please divide them accordingly. Remember, a clean and functional facility is vital to your continued consciousness and continued existence as a nonhuman entity."

 _Catastrophic?_ He thought. A team of humans with the power to create fully-sentient semblances of life and a device that could cut through space itself couldn't bring her to heel, let alone kill her. He was immediately intrigued, and began trying to find the door. Then he realized what that meant.

"She's dead." said another core, seemingly to no one. There were about ten of them all trying to leave and see what was going on. It was probably a safe bet that every core in that room had never seen outside of her chamber before that day. They were being reactivated in groups, staggered, so as to not cause a panic.

"She can't be dead." another one scoffed.

"That's what the message said. The Main Core is dead."

He wasn't going to argue about it and he moved to the front of the clump that had formed, door in sight. He left, nervous, and was greeted with the sight of a silent and unmoving Aperture.

Well, unmoving, if it wasn't for the stream of cores walking towards...something. He accessed a map, but it didn't help because he had no idea where he was supposed to be going. He thought it couldn't be too bad of an idea to follow.

The series of new places seemed like it would never end. It felt weird to walk, weird to be conscious again. Someone asked where they were all going, and they were glared into silence. No one knew.

The march had ended, predictably, in the one place they were all familiar with. At least they used to be.

He could see up and out into the sky, and it was the first time he had seen it. Panels were slumped on top of each other and distended, like they were reaching out but went limp. There were no leaks yet, no rusting, just broken pieces of the ceiling that had been the first thing he ever saw and other bits of random debris. There were wires and parts of her chassis and processors, and there was a circle of cores around something in the center of the room. He felt like he knew what it was, but he still wanted to see.

The cores were gathered around GLaDOS's body. It was horrifying how calm she looked, as if she was asleep. Her mouth was open slightly, her knee bent in a way it wasn't supposed to be bent. The skirt of her dress was ripped, her hair spread beneath her. He remembered thinking, _it's so long,_ which was a funny thing to think in front of a corpse, but her grey hair had always been packed tightly on the back of her head. One arm was lying bent next to her, the other rested on her stomach. There were spots where her skin was ripped off, and damaged wires were draped over her.

He remembered it vividly and he had no idea why. It wasn't pleasant, no matter how much he hated her. The circle of cores trickled away steadily to do what was asked of them by the Announcer. Wheatley stayed for a while, feeling not much of anything. The remainders looked at each other with a general bewilderment, a shock that this had happened, that this was their life now. The one thing they all had in common-her-was gone. What was their world _now_?

Coming back to the present, Wheatley found a spot behind a wall to lay in low power mode and wait for her to decide she wasn't mad at him anymore.

* * *

He was jolted out of low-power mode by someone clearing their throat. Wheatley picked his head up and looked in the direction of the sound.

It was GLaDOS.

"Hello." her voice was terse, hands folded behind her back.

"H-hey." he stuttered.

"I…" she sighed, "I apologize for my earlier behavior. You often make it quite...difficult to maintain my composure."

"Uh," he sat up, "not much of an apology, love, but I assume I'm not going to get a better one, so I'll accept it."

"You're learning." the corner of her mouth quirked up. She smoothed her skirt and sat down gingerly on the floor a few feet from him. His spine stiffened and he was ready to jump and run if she pulled something. She scoffed, "Relax."

"Sorry," he responded caustically, "you just have a very bad track record with _not_ killing people."

"Idiot." she shook her head, "If I wanted you dead, you'd know."

"Right. Sorry if I can't exactly trust you."

"You're going to have to." GLaDOS narrowed her eyes.

He sighed, "What do you want?"

"I just want to have a little chat. Ask you some questions. Nothing to worry about."

"Right…" he mumbled.

"Right." she paused, "How are you?"

"Okay, I guess? I dunno I've been worse."

"Indeed."

There was an extended pause. She wanted him to do something, but he didn't know what.

He figured it out, "H-how are you?"

"Fine, thank you." she tilted her head slightly, "How is your eye?"

"Great, thanks again." he said quickly.

"You're welcome."

"Why so polite today?"

"It would be wise not to question it, lest I decide to stop."

"F-fair enough."

"Now," she folded her hands on her lap and fidgeted with them, "To business...I would like to talk to you about something."

"O-oh?" he tried to smile, hiding his fear, or at least trying to.

" _Relax,_ you're making me angry."

"Well, you know that's the last thing I want to do, love."

She scoffed, "Sure. This has been on my mind for a while."

"That's comforting," he rolled his eyes.

GLaDOS glared at him, "So...a few days ago you remember you were hit with a fire extinguisher."

"Yes, and it seems as though the world won't let me forget." He rubbed his face with both his hands.

"It _is_ hilarious, you must admit."

"No. It really isn't." He sighed.

"Regardless, when you woke up afterwards you said something to me, do you remember what you told me?"

"Um...no. I don't, to be honest…"

"'I was climbing a tree.' That's what you said. A weird thing to say, especially for someone who has never been to the surface." She looked away while speaking, then back at him.

"...I suppose, yeah."

"I'll admit, I didn't think much of it at the time. You say a _lot_ of stupid things."

"I-"

She cut him off, "But then, I thought about it. We don't dream, and it's logical that this wasn't a real memory, remember, you've never been to the surface. So I am completely stumped."

"Well, if _you're_ stumped-"

She cut him off again, "So, what I need from you now is a complete description of what you saw."

"Why?" He asked.

"Why?" GLaDOS parroted sarcastically.

"No, why? Why is this important?"

"That's irrelevant. What matters is that I asked you to do it."

He narrowed his eyes at her, and she responded with a rare toothy smile. She gave an inch to take a mile, as usual, and he wished he had the power to tell her to shove it. _You do,_ he reminded himself, _you just might not_ live _through it._ Wheatley sat with his legs crossed and leaned his elbow on his knee, resting his head in his hand and preparing for a long time in this position.

"So, you're going to wait it out." she said, voice low, "That's fine. You don't fool me, idiot."

"I'm not an idiot."

"Really?"

"What is your problem?" Wheatley asked, voice louder than they both anticipated. She leaned back a little, and her face showed a hint of shock for a millisecond. He tried not to show satisfaction, and found that he was angry enough for that not to be a problem.

" _My_ problem?" GLaDOS laid her hand flat on her chest.

"Yeah, _your_ problem. You just...you aren't making sense."

"I''m not? I think I'm making perfect sense."

He paused, trying to figure out the most effective way to word what he wanted to say, "You...do you want to work together? What's your endgame?"

"That's for me to know, and for you to worry about. I think I understand your problem."

"Oh?"

"You're so unused to people being civil with you that when someone is civil with you, you throw a tantrum."

"Do you think this is me throwing a tantrum, love?"

She frowned, "I admit it's not as...vigorous as a typical tantrum, but I would argue that's just your specific brand of tantrum."

He snorted, shaking his head, "Maybe one day I'll actually throw a tantrum. And if that's what you call being civil, you know nothing about being civil."

"I asked about your well-being, sat down level with you, _thanked_ you, and made a simple request. I'd say that's civil."

"If it was anyone else but you." he snapped.

"Ah, so. You're paranoid. I guess I can't talk you into trusting me, even if just for the moment, so I'll switch strategies. You said your eye was working well, yes?"

He touched his face as she mentioned it, "Yeah, I said that."

"You were under for about two hours while I was making repairs. If I wanted to kill you, or move your memories around, or make you perceive every human as a bird, I could have done that with time to spare. Did I do that?"

He looked away from her, trying to find if anything was wrong with his head. He failed, "I-I suppose not...b-but I don't know for sure!"

"Mm." GLaDOS looked genuinely exasperated and a bit disappointed, which made him feel kind of bad.

"Don't make that face, you and I both know you don't care what I think of you."

"Easy for you to say." she said quietly.

Wheatley took a long look at her, eyebrows furrowed. She didn't look back, staring instead at the floor between them. _Is she sad? Can...can she even feel that?_

 _If you can, why couldn't she?_

He was taken aback by his own response. The answer was "because she's GLaDOS, duh" but for some reason now that answer wasn't good enough for him. The "some reason" was very obviously that he had the opportunity to be her, sort of, to see things literally from where she sat. He loathed thinking about being attached to her mainframe because it laid bare several truths, one of them being this exact one: they were more similar than he wanted to think they were. He wondered if she recognized the same truth.

"Sorry." he said quickly.

"It's fine."

"I don't really remember what I saw that day, at least not at the moment. I'm...I move slow, you know that."

"That's alright. I set aside time for that exact reason."

He eyed her skeptically, "Really?"

She nodded, "It's not an insult, at least it's not meant to be. Your memories are slower to come up, it's just part of how you were built."

He tilted his head, "That seems...counterproductive."

"But when they do come up, they're rather vivid, I've noticed. That's the one compliment you're getting from me, so take it."

He thought about it, and it seemed to make sense. What didn't make sense was how she knew that. _It's probably on file or something_ , he justified, and didn't think about it further.

"So, what? Do you just want me to think about it?"

"Yes." she settled back.

So he thought about it. The sensation of the branch snapping was the first thing he remembered, then the free fall sensation. He put his hands on the floor and felt around to ground himself and not panic.

"What do you want me to remember?" Wheatley asked.

"Do you know where you were?"

"No...there was the tree, and I didn't look down very much, but there was, uh, grass."

"Grass."

"Yeah, grass." he thought, "The tree was off the side of like...a road? The grass was next to the road, there was a little wall made of rocks."

"Okay,"

"It was day, I think, it was bright and the sky was blue. Not many clouds, I don't think."

"Did the tree have leaves?"

"Yeah, yeah, it did, but not too many. Um...there was a group of buildings not far...they were little, like cottages, I guess."

"Why were you climbing the tree?"

"I dunno." he shrugged, "I'm not even sure it was me. It sounded like me, but only sort of. There were other people there, too, they were really small...or maybe I was just high up."

"What do you mean 'sort of'?"

"Like...higher? I think, I dunno, love, just different."

She tilted her head, "Did you talk to the others? What did they look like?"

"Oh, um, I don't remember what they looked like they just looked like humans, but I talked to them. Well, no, _I_ didn't talk to them, whoever I was seeing through talked to them." he squinted, "They talked like I do, you know."

"They were English, then." she said.

"Sure? I don't know." he shook his head, "They called me Wheatley."

"Oh?"

"Yeah, so I already like them more than I like you."

GLaDOS laughed, not a quiet knowing snicker or a loud fake laugh, just a laugh. He couldn't stop himself from smiling at the accomplishment.

"Moron…" she said softly.

"A-anyways," Wheatley looked up at a tube carrying cubes somewhere to look anywhere else but at her, "There were a few of them...um...one was named Peter, and there was a little girl. I, or, _ugh_ , you know what I mean, I called her Wheatley, too, but her name was Vicky."

"You're saying that's her surname." she looked at him blankly.

"Sure?" he leaned back a bit, "I suppose so. Come to think of it, Vicky or whatever ran away and came back with an adult human, I think. She said something about a Paul? I dunno."

"And then what?"

"The tree branch snapped, and I woke up."

"Hm."

"What do you think it means?" he asked.

She sighed, "I would advise you not to think about it too much. I think the hits you took shook something loose in your head and now that it's fixed you shouldn't have to worry about it happening again."

"Unless someone breaks my eye again."

"Or hits you with a fire extinguisher. I will say I'm a bit surprised you saw anything when you were unconscious."

"What do you think _that_ means?" he asked, narrowing his eyes.

"I don't know. I might look into it more carefully if I have time. My curiosity is piqued."

"I don't like this." he said plainly.

"I know." she closed her eyes, "You think I'm keeping secrets from you."

"I don't _think_ anything. I _know_ you're hiding...something. Maybe a few things."

GLaDOS sighed, "Listen to me very carefully right now, because I will only say this gently one time. There are things I don't tell you that are extremely personal to me and their secrecy is thus highly important to the function of this facility. You said it yourself, we aren't friends. I'm certain there are thoughts you have, things you have seen, that you do not want me to know about. I respect that, I ask for the same courtesy in return and nothing else."

He looked down at his legs, realizing how ironically uncivil he had just been. She was right, of course she was right. He didn't feel the need to say anything.

"You seem to understand." she stood up, "I'll leave you to your...brooding."

"Hm." he voiced quietly, staring at her feet. She turned and began to walk down the hall.

He didn't know what he felt and he didn't want to think about it. There were too many layers to it to peel away and he was suddenly very tired.

"Oh, and, Wheatley,"

He didn't have a heart, not a real one anyways, it was just a hydraulic pump that pushed circulatory fluid around his body, carrying electricity to his extremities. Nevertheless, it felt as if it had stopped. It had to have been-no it most definitely _was_ the first and only time she had ever used his name.

He knew he looked ridiculous, he knew that was her goal, and he didn't mind conceding because it was just that genuinely shocking. He stared at her. Her body was at an angle and her face was turned towards him, her expression that same smug before-smirk from when she had watched him kill the fire extinguisher man.

"I'm sure you're aware, but in case you aren't, the Aperture Science Declassified Documents Library is open to all Aperture Science Personality Constructs. If you're curious about the history of this place, that's where I would go. Even if you aren't I would consider it when deciding where you would next like to," she waved her hand around in the air, "you know. They have chairs there."

GLaDOS waited.

"...thank you." he said hoarsely.

"Don't mention it." she finally smirked, and walked away.

* * *

AN: eyy lol glados is such a tease. so um thanks for reading, i know this chapter wasn't very exciting but I really enjoyed writing it i really wanted to try and communicate just how lonely and sort of stilted wheatley is after, you know, space. like the basic core of his character (forgive the pun) to me is not knowing how to do anything, especially not knowing how to talk to people effectively, and having to navigate "life" without any of that knowledge. i finished the next chapter and just need to proof read it 1000 times before i show it to anyone, and i can personally guarantee more yelling and less evangelion references. thanks again! have a great day/night/whatever


	4. Chapter 4: Transparent

**Chapter 4: Transparent**

As it turned out, very little of Aperture's document library was declassified. He should have known. GLaDOS hadn't lied about the chairs, though. Like everything in that godforsaken place, it was way too big to be functional and it seemed as though it was built to be just a regular document library before everything had happened. Humans seemed to love making things that were too big and too much, a sentiment Wheatley appreciated a little, with the stipulation that the size and grandeur of the thing had to be equal to its importance. He thought about the Pyramids at Giza, the first positive example that came to mind. He loved old things like that, more specifically he loved knowing more about old things than others did and having something to laud over them with.

The Pyramids were the tombs of royalty, and even if he knew more than the ancient Egyptians seemed to know about civilization and democracy and all that, that was pretty important to them, so it counted as justified. The library on the other hand was filled with employee files, old and yellowing, worn down at the edges. Everything was uploaded into a database, so the dusty filing cabinets and shelves filled with manila envelopes and folders were obsolete at best and at worst a fire hazard.

If he were in charge, not that he wanted to go through that again, he would clear it out and put...something interesting there. Books, maybe? But all the books were digitized, too. He had read of humans arguing with each other about holding books in their sweaty hands and he didn't understand what their issue was. GLaDOS could use the space for something else like a torture chamber or a taxidermy exhibit (the first things that came to mind when he tried to think of what GLaDOS would do for fun), but she didn't seem to care. He realized she was actually quite the hoarder.

It would have been a nice enough place to just mope if it weren't for the dust. He had forgotten about his sneeze reflex, one of the most useless features he had that he knew about, until he had gone in there. He kept his eyes screwed shut, afraid that his eyes would pop out of his skull if he sneezed with them open, like the scientists had told him. Since space he had given up believing in most of the things they said would kill him, but he felt as if the logic behind they open-eye-sneezing thing was sound enough and the image scared him enough to not test it.

He sat at a table staring at a screen. There was too much information; he had no idea where to start. The database was obviously created for people who knew what they were looking for before they began looking for it, and Wheatley decidedly _didn't_ know. He stared blankly at the blue home screen and saw the lights of his eyes reflected back. He sat like that for quite a while, somewhat content with the inaction for the moment.

He argued with himself about the Egyptians and whether or not their pyramids and monuments were still standing in whatever world was left above him. This was a dangerous thought, far too similar to the one that had got himself into so much trouble all those years ago. The surface terrified and fascinated him in nearly equal measure before _all that_ happened. There were just so many things to know, and, more importantly so many things to do. Life had a tendency to be somewhat monotonous underground, although with recent developments things had been getting a bit unpredictable, but in a stomach-churning fear-inducing way. _Life in space..._ he trailed off, shuddering. But at the same time, Wheatley usually hated things that were alive. It was the eyes, things that didn't have those wet fragile-looking bubbles in their faces were alright. He shuddered again.

"That's enough of that," he decided, leaning forward and placing his hands on a keyboard. What did he want to know? The little line in the search bar flashed at him impatiently. An idea came up, but he leaned away from the keys, trying to restrain himself. It didn't work, and he typed his name into the search bar.

One result came up, a page that was "locked" at a specific date. He groaned, checking the little calendar in his head- something he was always loath to do. The page was locked four days before the current date. That told him nothing because he had no way of knowing how long a day felt like, let alone four. He assumed that GLaDOS was the one who locked his file and he scowled, the same anger she had soothed the last time they had spoken flaring up again. He remembered what she said about secrets and courtesy and he began to calm himself down. He could ask her about it when she would next speak with him, it wasn't a problem.

"No big deal." by that point he had come up with another bad idea. He typed "Caroline" into the search bar, and it yielded no results. He tilted his head and balled a fist at his mouth. So, it was nothing then. He shook his head, it had to have been something. GLaDOS didn't react like that even to things that _were_ shocking. He reminded himself of what she had said again.

He twiddled his thumbs nervously, a last idea rising in the back of his mind like a cloud of poisonous smoke. Wheatley sighed at himself and relented.

The name "Chell" resulted in a single file, this one not locked, instead labeled classified. _Of course._ He wasn't mad at GLaDOS this time; it was very clear that she had a complicated relationship with the human, one she kept very personal. She did kill her, after all. He understood why she wouldn't want him to know, and in retrospect it was probably better that he didn't know because every time he learned something about the human or saw some bizarre painting in a forgotten wing that resembled her, he felt a little sick.

He sometimes felt as if he had a dam in his head, behind which every negative emotion and self-loathing thought was held, and the dam could only take so much until it broke and he drowned in the flood. That's what happened in space, he recognized it while it was happening. He was pretty sure it hadn't been fixed since. The defiance and insults and not-a-morons he maintained mostly as a force of habit. _You must be Egyptian yourself,_ he thought, _because you're in denial._ He snickered and felt a bit better about himself, returning to the home screen and standing up.

"Who's there?" It sounded like a turret, but it wasn't a turret, it wasn't cold enough, which meant-

"Curiosity?"

"When did you get here?" She appeared from one of the rows of filing cabinets, wide-eyed as always. She didn't smile, probably because she had just asked a question and waited slightly open-mouthed, orange-ish eyebrows raised.

"I'm not sure, sorry, but I've been here for a while." he smiled sheepishly and waited for the next question.

"How did I not see you?" she looked down, indicating the question was for her. She shook her head, "Who cares? It's good to see you."

Curiosity didn't always speak in questions, but she was highly predisposed to. He felt bad for cores like her, cores that had strange speech patterns given to them. Hers wasn't the worst by a long shot, but he still felt bad for her. She was the next of the three cores he talked to, but he hadn't seen her in some time. Everyone liked Curiosity, and Curiosity liked everyone, because everyone had something different to teach her. Even GLaDOS liked her, it seemed, although that was based purely on Curiosity's memories of being attached to her. Wheatley could understand how they would get along. She seemed quite redundant as a core, actually, because GLaDOS was already curious, but that probably helped her stay attached. He wasn't quite sure, but he thought she might have been the core used to replace him. She certainly made sense as something to try and distract her.

He met her after GLaDOS died, during his period of wandering. He heard there were cores that were thrown in the incinerator and the idea horrified him. Those incinerators weren't hot enough to destroy their bodies, and whoever would do such a thing would only have done it to torture them, at least that's what he thought at first. When he learned it was a _human_ who did it, then it made a modicum of sense, but was still awful to think about. They had to wait, to burn, until their bodies were sufficiently damaged for reassembly, which is exactly what happened. The four came out of reassembly as if nothing had happened to them, and Wheatley was surprised to see Morality among them considering her defectiveness. He didn't know it, but the humans disconnected cores only when they proved dangerous, and they thought Morality's programming was airtight enough to make her useful as a sort of leash. They underestimated GLaDOS's cleverness in jumping through hoops, and that was what killed them.

Curiosity was relatively small, though taller than GLaDOS, with orange hair the same color as her eyes that curled as it fell to her shoulders. Her eyes were huge and round and she had a habit of not blinking which was the only thing about her that wasn't endearing to him. Her dress was grey with cap sleeves and a puffy skirt ending just above her skinny white knees. She tied a scarf around her waist that was a few shades darker than her eyes, but nobody mentioned it. He imagined that many found her annoying, they just didn't have the heart to tell her even if she would only respond to their hatred with another question.

He smiled, "It's good to see you, too. It's been quite a while."

"Where have you been?"

He stopped smiling, "In...space."

"Space? What happened?"

He found it hard to believe that she didn't know at least the basics of his ordeal, because his messing up had been very public. Reactor core meltdowns didn't happen quietly, even if they were narrowly avoided.

Wheatley didn't want to talk about it, and didn't know what to say, so he just said, "You should ask GLaDOS, she'd be happy to tell you." It wasn't a lie.

"Would she? Were you with the Space Core?" her mouth became a slightly bigger o than usual.

"Oh, I'm sure she'd be ecstatic." a strong word, but still not a lie, she loved bad-mouthing him and this was understandably one of the easier things to bad-mouth him about, "And, um, yes. I wasn't aware you knew him."

"He's great." She grinned, "He knows a lot of things."

"Believe me, I know." he responded, trying not to sound like he was gritting his teeth as hard as he was.

Her grin faded, something had caught her attention, "What are you looking for down here?"

"Nothing much. I didn't know it existed until recently."

"How?"

"How did I learn about it, or how did I not know about it? You need to be a bit more specific, love." he reminded her.

"Sorry...um, both. How to both?" she looked down briefly, but looked back up with her eyes bright.

"She told me about it," he gestured upwards, slightly flustered, "and I don't know how I didn't know about it. I guess I just never ended up over here."

"How's GLaDOS?" she asked. Hearing her name said out loud was surprising, but he supposed it shouldn't have been coming from Curiosity, her unofficial favorite.

"She's...okay, I think. Much the same as ever." _In that I have no idea what she's doing most of the time,_ he finished in his head.

"It's nice that she's back, don't you think?"

Wheatley held back a laugh. What a funny question to ask him, who had been their when she was reactivated. He didn't know how to answer her, because on one hand her coming back had caused nothing but problems for him, but on the other hand when she was dead, the facility had been an utter mess.

"I suppose." He answered noncommittally.

"Aren't you friends? I heard you're friends now."

"Um...I dunno, really. You know how she is."

"How?"

"She...keeps to herself. She's very focused on her work."

Curiosity frowned, a rare expression from her, "I think it would be nice if you were friends."

"Why's that?" he didn't understand how she reached that conclusion.

She shrugged, "Do either of you have any friends besides me?"

 _She has a point._ He sighed. She acted and spoke like a child at times and it wasn't always endearing. He said, "Love, it doesn't work that way. She...er, GLaDOS," he felt eyes on the back of his head and hoped he hadn't paled, "doesn't like me for a lot of reasons."

"Then why does everyone always see you together?"

"Because-"

A loud voice cut him off, and he was only slightly relieved to learn that the eyes he had felt were not GLaDOS's, but Rick's, "Because he's lying to you."

"Really?" she looked hurt.

"No," he said hastily, sputtering a little bit before groaning, "I'm not lying to you."

Rick's arm fell over his shoulder and he leaned a bit on the taller core before Wheatley pushed him off, "Come on, man, don't do that to the little lady. Hi, Curi."

"Hi, Rick! How are you?" her attention shifted from the alleged lie and he wondered if she knew Rick was just being an ass.

"Fantastic." he crossed his arms and leaned against a wall, "What about you?"

"I'm having a good day," she smiled.

"That's what I wanted to hear. What about you, oh stupid one?" Rick pointed at him.

Wheatley glowered at him, "I was better a minute ago."

"You sound just like her."

" _You_ sound like a blowhard."

He laughed incredibly loudly, " _Blow_ hard…"

Curiosity didn't ask why he was laughing like he expected her to, and for that he was slightly more embarrassed. Rick was the only one among them Wheatley knew that made jokes like that. It was overwhelmingly human of him, and thus judged as crude. He should have seen that coming from a mile away.

"I wouldn't think _you_ were the type to be in a library." he snapped.

"I was about to say the same thing about you, my friend." he smirked and Wheatley was annoyed at how easy it was for him to fluster him. He spoke so well.

"What are you doing down here?" Curiosity asked.

"Ah," Rick cracked his knuckles, "I'm just down here to bother Craig is all."

"Who's Craig?" was her next question.

"Yes, Rick, who's Craig?"

He looked at him, "You know who Craig is, we were all connected by that pretty human lady. I know you're trying to forget but keep up."

He thought about it. First was the Space Core, then Rick, and then…

"Oh, the pink-eyed one!" he raised his eyebrows in recognition. The one with the reedy voice and stilted speech, the only one of the four that wasn't launched into space.

"Fact?" she tilted her head.

"Craig." Rick responded. He refused to call anyone a core, assigning them names as he had done for himself. Wheatley liked this about him.

"The Fact Confusion Core, Curiosity." he pushed his glasses up his nose. If anyone had a worse purpose than him, it was Fact. When Wheatley first learned of him, he felt a sort of kinship with him, like they were two sides of the same stupid coin. He was clearly a poorly thought out and desperate attempt by the humans to do something about GLaDOS's bloodlust, like the Space Core and the Recipe Core (that had remained attached to her with Morality and Curiosity). When he met Fact, though, he immediately hated him for his smugness, and the feeling was mutual. They were different in the sense that Fact was meant for confusion rather than distraction, his purpose being to fudge numbers and alter facts to slow her down. His defectiveness had made subtlety impossible, however, and left him strange but perfectly convinced of his normalcy. Wheatley didn't understand him at all, having struggled with the purpose and very idea of his existence for a long time. Meanwhile, Fact was confident and vain.

"Oh, yes, Fact! Why would you want to bother him?" Curiosity asked.

Rick shrugged, "That's what friends do."

Wheatley scoffed, and he was smirked at, but no one responded.

"Curi, do you know where Craig is?" his green eyes shifted to her and his smile became less malicious.

"Mm, no, not at the moment. He's usually around here somewhere." she stood on her toes and looked all around.

"I'm sure he'll turn up." Rick settled back, "He usually does. What were y'all talking about before I came through?"

"GLaDOS." she answered before he could intercept.

"Of course you were." his head turned slowly to look at him and Wheatley really wanted to hit him.

Instead he mimicked disdainfully, "'Of course you were,'"

"How's Her Majesty doing?" he stared at him, green on blue.

Wheatley said nothing, daring him to push more.

Curiosity answered instead, "Wheatley said she's doing fine."

"That's good to hear." Rick drawled, "We wouldn't want her to be upset."

"Don't you think they'd be great friends?" she asked.

Rick laughed quietly, but said nothing. Wheatley glared at him. He hated being teased more than almost anything. Being teased about this in particular was annoying as hell, because he was confused about what was going on in GLaDOS's head, and thus had no way to defend or explain himself.

"Can we talk about something else?" he said finally.

Curiosity opened her mouth, but a quiet voice interrupted her.

"What are you babbling about so loudly over here?"

Wheatley grimaced at Fact's voice coming from behind Curiosity. He drew near, a bundle of papers in his arms. He was short, only slightly taller than Curiosity, and red-haired. He wore a lab coat, which Wheatley found extremely pretentious, because he wasn't a scientist, black pants, a pink bow tie, and glasses similar to his, with the lenses popped out as well. His eyes were naturally narrow, like GLaDOS's, and his nose was slightly too big for his face. His face seemed to always be blank or impatient, lips thin.

"There he is," Rick pulled Fact over, "took you long enough."

"Fact: I wasn't aware I was being waited for." he said in his typical clipped manner. His eyes flicked over to meet Wheatley's and they both looked away, this being a sufficient greeting. He rubbed his temple with two fingers, "Fact: your being down here is uncharacteristic and has a high chance of being aggravating, as does the Intelligence Dampening Core's."

"That is _not_ my name." Wheatley said firmly, straightening his back to appear even taller.

Fact narrowed his already small eyes, "Fact: it is."

"Hey, don't be such a dick, Craig," Rick scolded.

"Fact: that is not my name. Fact: my name is the Fact Confusion Core, or something shorter, if you _insist_." he responded. His voice made the dull anger that was seemingly always at the back of Wheatley's mind come out in earnest.

"I just said that." he said tersely.

Fact ignored him, turning back to Rick, "Why are you here? To 'bother' me?"

"Yeah," he smirked.

Fact rubbed both of his temples now, "Leave me."

"Nope."

"Wow," Wheatley tried not to smirk and failed, "you two would make such _lovely_ friends."

"Why, thank you, Wheatley." Rick nodded.

"Fact: he is an idiot." Fact looked at Rick over his glasses.

"I'm _not_ an idiot! Even if I was, at least I'm not defective!" Wheatley yelled.

Fact glanced at him briefly, dropping his programmed affect, "You execute your programming perfectly."

He grit his teeth, and mocked "You forgot a word, I think, mate. Makes sense why they threw you in that bin, you're useless."

Rick laughed awkwardly and said, "Whoa,"

Curiosity stepped into the center of the circle, "Both of you, please stop fighting! Please try to be nice, won't you?"

"I'm sorry, Curiosity." he said, apologizing not for what he said but for upsetting her, "I'll just be leaving."

"Oh, alright. Goodbye." she cast her eyes downward.

Fact made a noise like "tch" and presumably rolled his eyes, but Wheatley had already turned away, trying to look dramatic with his long coat, but not too dramatic. It felt good to walk off, even if he had hurt Curiosity and maybe even Rick, and this was the part of him that worried him the most. He tried not to dwell on it, but there was little else to dwell on. He found a place towards Manufacturing that was far away from that library, where it would be hard to find him, went into low power mode, and remained, lying curled like he had been in space.

* * *

According to the calendar, it was two days later that he was woken up with GLaDOS's voice in his ear.

"Moron," she called, "please tell me you haven't been spending this whole time lying under a desk."

He rolled onto his back, "And what if I have?"

Silence. He was surprised how glad he was to be hearing from her.

She finally said, "Come to my chamber. I think you'll have fun with what I have planned."

That alarmed him, and he wiggled out from underneath the desk, "Fun?"

"Fun."

Wheatley stretched a little, "I think we have very different ideas of fun, love."

"Just come here. I'll explain." she ordered.

He wanted to talk to her about Curiosity and moreso he wanted to talk to her about his argument. It worried him, because he knew why he wanted to do this, and it was pathetic. _Do you think she'll be impressed with your being an ass? She knows you're an ass._ Still, he was going to do it, because she might find it humorous, and he couldn't ignore the desire to hear her real laugh again. He felt a little weird remembering it, fuzzy almost, but powerful. He was worried at the feeling.

When he arrived, she looked up from her monitors and scowled, "Pat your hair down, you look stupid."

"Why do you care?" he asked.

"Because I'll have to look at you and it will bother me."

He couldn't help himself, and though he listened, he said loudly enough for her to hear, "Sure thing, Your Majesty."

She blinked at him, scowl softening in what appeared to be bemusement. He began to take score, counting that as the first tally. She then shook her head, "Idiot. Come and sit over here, I'm afraid this will take a bit of explanation."

He was worried and he knew it showed on his face.

GLaDOS rolled her eyes, "A century at least, remember?"

"That's not what I'm worried about, love."

She looked at him skeptically, "I can't help with whatever issues you have, and even if I could, I wouldn't be able to if I didn't know them. Which I don't."

He was silent, playing with the stitching in his sleeve, "The last time I was up there…"

She laughed quietly, "True. Luck willing, it won't end the same way."

He laughed nervously and shuffled up the stairs, taking a seat on her platform next to her. She positioned monitors in front of him.

"How have you been?" he asked, leaning back as her arm was in front of him.

She waited to answer, "Fine. Same as always."

"Which is?"

She narrowed her eyes at him, "Fine. How was your trip? You spent less time there than I thought you would."

"I didn't learn much. You locked my file." He didn't mean for it to sound so incendiary.

She pressed her lips together, "I should have figured the first thing you would do is search your name."

He snorted, "You should have."

"Forgive me, but I assumed your curiosity was a little less self-centered than your usual outlook." Her voice was slightly playful, if he was hearing it correctly. She offered no explanation, and against his better judgement, he was content to let it slide, so hungry for positive interaction.

"Since you mentioned curiosity, that's who I talked to down there."

"The Curiosity Core?" she asked, sorting something on her screen.

"Yes," he answered, "she asked about you."

"Hm." GLaDOS looked at him, "What did you say?"

"I-I said you were fine."

"Next time you see her, you tell her that she's more than welcome to come speak with me. It's good to know she's alive."

Wheatley smiled. He knew she would be happy about this, and he gave himself another point. She raised an eyebrow at him. His grin turned slightly wicked, "I don't know if I'll be going down there again."

All hint of humor dropped from her face, and her voice was exasperated, "What did you do?"

" _I_ didn't do anything."

"That's what you usually say. Elaborate."

"I was talking to Curiosity, and then R- the Adventure Core," he began.

At the mention of Rick, her little nose scrunched in something like disgust.

He continued, "And then the Fact Confusion Core, you know the pink-eyed one, came up and started being his usual self. So, you know, a jerk."

"He called you a moron." she said plainly.

"Well, I mean, yeah. He did do that, so I said he was defective and useless."

"That's rather mean of you." she smiled despite the insult, "I thought you better than that."

"You did?"

"Of course not." GLaDOS snickered, "So then, you stormed off and hid under a desk."

"Well, I didn't _storm_ off." he looked away, frustrated it was so easy for her to make his triumph sound mundane. _Triumph's a bit of an overstatement, don't you think, Wheatley?_

"Do you want me to be proud of you for insulting a defective core?"

He blinked at her, and opened his mouth to answer.

"No." GLaDOS said forcefully to silence him, "That was obviously your aim in telling me. I am neither proud nor impressed, moron. What I am is amused."

He said nothing, looking into his lap, repeating "stupid" in his head.

She sighed suddenly, "I shouldn't have said that. You're no fun like this. I bet it would have been much more amusing if I was actually there. Are you pleased with yourself?"

"I…" he thought for a moment, "I suppose I am."

"Then, that's what matters." she looked at him, face oddly earnest, "What you think should matter most to you. Unless, of course, we're talking about one of my orders, then your feelings don't matter. I'm frankly surprised I have to explain this to you."

He remained silent, because that last statement rang annoyingly true. He felt pathetic. The look on GLaDOS's face wasn't annoyance, rather it was something like reservation, and he for the first time in a while felt as if he understood the thoughts running through her head. He was downcast now, and like she had said, he was no fun when he was sad. He wondered if she was going to try to cheer him up, and laughed a little at the thought, because that would require more attention than she was probably willing to give.

"What?" she asked.

"I don't think I've ever seen you regret something you've said. It's weird."

"I don't-" she stopped herself, wiping the urgency from her face and voice and becoming herself again, "Let's get to what I actually called you here for, if you're done gossipping."

He chuckled at the hint of her flusteredness, "Sure, love."

"I'm waiting on a new group of subjects to be processed in stasis so I can test them, and my previous planning left me a few weeks of testing with the Co-operative Testing Bots. You remember them, you found them." her eyes looked through him as they usually did when speaking of the time after the core transfer.

Wheatley remembered them, the tall white-haired one, and the short blue-haired one. He raised an eyebrow at her but said nothing.

"So I was thinking and I came up with something that will be fun for both of us. It's like leading. I admit, they can't die, and for some reason that's...troubling to me. But!" he backed up when she shouted and her eyes became slightly wild, a weird joy in her face, "They get along so well. I was upset when I made them and testing them didn't quite work for me, but I learned how fun it was to rip them apart."

He leaned back, alarmed, "Love, you're scaring me a bit."

She smirked, "Good. I know you'll like this. The little looks of suspicion and hesitation in helping each other when you wear them down separately...it's fun."

Wheatley eyed her skeptically, confused at her interpretation of his personality. How mean did she think he was? He pushed his glasses up his nose and said, "What are you going to make me do?"

"It's simple. I take one, you take the other, we fashion them to hate each other, and watch what happens." she explained.

"So, you want me to...test one of them?"

"In a way. I made the tests, and I'm sure you know there's not a chance in hell I would connect you to this mainframe in any way."

"Even if you wanted to," he butted in, eager to prove his agreement, "I'd sooner go back to space."

"Good to know. That's probably the thing I want the _least_ of all possible things. I appreciate that we have the same opinion on the subject. But, anyway, you'll speak to Orange, the tall one."

"The girl."

"I suppose, in the same way I am female." she shrugged, "She's kind and very soft, like you sort of, or rather how you like to think of yourself."

He ignored the insult, "What do you want me to say to her?"

"I don't have a script for you. I want this to go a certain way but I've left a lot of room for modifications and tweaks, since this is the first time I've attempted something like this. Essentially, what I'm going to do is wear Blue down to a point of hating me. He's always been insolent by nature, and I wiped both their memories so that they don't remember each other." GLaDOS was smug, holding back a smirk, and Wheatley was uneasy.

"That's a little…" he said softly.

"Diabolical?" she smirked at him, her voice betraying genuine excitement, "I _know_. So, he hates me, and I'll make him hate Orange as well. The tests begin individually, but converge at the end to require cooperation. What you're going to do is be friendly and kind to her. Praise her, inflate her sense of self. Make her feel wanted. Don't mention Blue except in passing, or maybe even mention that he's friendly, or insinuate that somehow. I don't care. Just make her feel special and encourage her. I don't exactly trust your judgment, but it's important to me that you do what I've asked according to it."

"Love," he began cautiously, inching away from her, "I don't know how I feel about this. This seems-"

"I don't care how you feel about it, moron. These aren't requests, these are orders. What makes this any different than leading humans? The only difference I can see is that the humans can actually die."

"They're like us." he spat it out, "I just...don't like the idea of erasing memories and manipulating other, um, constructs. Because then there's only a small jump before-"

"I do it to cores like you, yes." she finished his thought with startling accuracy, "Rest assured that I can't muster the interest in your kind to make torturing them worthwhile."

"I think you're lying." Wheatley said plainly, "You hate us. That's pretty common knowledge."

" _You,_ however, I can muster that interest in." she glared at him and he shuddered, "And for that reason, as always, you're going to do _exactly_ what I told you to."

He sighed, staring at his dangling feet, feeling helpless, "You're awful."

"Oh, is he going to make a stand today? What luck."

"When are we doing this?" he asked, resigned.

She sighed, "I was hoping to begin now, but I'm not in the mood to be around you anymore."

"Why's that?" he asked.

"You're pathetic. That's why." GLaDOS rolled her eyes, "Do you know what I hate the most about you? At least at the moment?"

"No, I don't." he glared back at her and was surprised to see her jump in her seat a little.

GLaDOS laughed darkly, her voice becoming low and smooth, "You came in here today and practically begged for my approval. It's funny, though, and _extra_ pathetic, because you think you're better than me. That you're above me. The other funny thing is, you aren't. What you said to the Fact Core was probably more than what I would have said in the same situation. What you did to that lunatic was far worse than what I had in mind for her. What you did to _me_ , even, was worse than what I was planning for you at the time. I always have hated you, but when you did what you did to my facility, _oh,_ then I was _fascinated_. I would have never had thought that _you_ are _worse_ than I am. Though, I should have supposed because you've always pretended otherwise and have somehow convinced yourself of that lie. And that, I think, is why I keep you around. Because I'm going to _make you_ realize how very much the same we are. And when I do that, you're going to beg me, 'oh, love, please just kill me already' and I won't. Death is too good for something miserable like you."

In an action that surprised even him, he howled with laughter, clutching his stomach. Her eyes widened and she grit her teeth. He had no idea why he was laughing. She had said too many things for him to comprehend them all at once, and each individual display of contempt was funny for an entirely different reason than the others. He felt something weird in his stomach, and finally recognized it as the excitement he felt when he had mocked her before she had fixed his eye. Wheatley relished in it, leaning over her at his full height while seated. He stopped laughing and said simply, "Please."

Her slightly fearful look disappeared and she leaned up to stare him in the eye, her face so close he could feel her breathing out her nose. The strange drunkenness her anger had provided him with faded and he knew his cheeks had colored. He had never been so physically close to anyone, and he didn't like how it made him feel. She looked over his face, but did not appear amused or embarrassed by his blushing.

She hissed, "Get. Out."

Wheatley was more than happy to oblige her and he more or less ran until he was back in Manufacturing. Even when he stopped running, he clasped his hands and squeezed them together, pacing up and down a hallway, full of energy. He was mad and embarrassed and scared and oh, God, did he hate himself. She was right. She was _so_ right. GLaDOS saw through him as if he was transparent, and that was why he was laughing. He needed to feel something that wasn't an emotion, something physical, so he punched a hole in the wall.

"Holy shit, Wheatley," Rick rounded the corner, only speaking after the wall had been punched, " _Jesus_. What's your problem?"

"My problem?" he asked, withdrawing his hand from the wall, then yelling, " _My_ problem!?"

Rick put his hands up, "God, calm down. You don't have to talk about whatever Lady Macbeth said to you today to make you destroy her property, but if you don't calm down I will put you in a headlock until you do, because you and I need to have a nice chat."

"I'm _really_ not in the mood right now. I doubt I'll be in the mood ever."

"Well, that sucks, pal, because I've been looking everywhere for you for like a day and we're having this chat right now." Rick leaned against the wall, "I'm not mad at you."

"I don't care." he said, sullen, "If you want me to apologize to Fact, come back when hell freezes over."

Rick guffawed, "Nah. Craig's an ass, so he kind of deserved it. I just wanted to apologize on his behalf and see if you're okay. Curi was so upset, though, you might need to apologize to her."

The mention of her made him sad and he plopped down with his legs crossed, burying his head in his hands and groaning loudly, "I just hate myself so much."

"Sucks, yeah." Rick said nonchalantly, "I wanted to tell you where she is, too, so, like, you can find her. Before that though, why's your face all blue?"

"I don't want to talk about it."

He smiled and sang, "Ooh. Somebody's had a fight with his girlfriend."

"Tell me what you came here to tell me and then leave me alone before I put you through the wall." Wheatley warned.

"Right, your skinny ass couldn't put _yourself_ through that wall."

He punched another hole in it and Rick's laughter became the smallest bit nervous.

"Curi's at the observatory. With Buzz. And she said she isn't leaving in a while, so you're going to have to-"

Wheatley cut him off with another loud groan and he leaned against the damaged wall. Next, it would be Morality coming down from on high to chastise him. He actually wished it was her he'd have to speak to instead of the Space Core, because her voice didn't make him want to rip his hair out. Curiosity was upset, so he knew that Space knew everything. She had no filter sometimes.

"Jesus, you sound like a whale."

"Rick, please get away from me for like a few days. At least. Tell the others if they ask."

He chuckled, "Yeah, they won't ask. You need to talk about anything?"

"No."

"Alright, have fun with...whatever you're doing." Rick walked off and waved behind him.

When he was gone, Wheatley laid against the wall, facing it. Even in low power mode, GLaDOS's threats reverberated in his head, and the whole time he felt as if she still staring at him, an inch from his face.

* * *

so yeah, like i said. more yelling, less evangelion. apologies for all of the liberties i've taken with fact and stuff, but like i said, this is headcanons: the fanfic. ehehe. it'll be a little bit before i update again, I predict, because I've only been able to vaguely think about what I want to happen next due to me being a huge ball of nerves and pain at the moment. like I said earlier, im trying to update in 2s. but! i've been doing rather well writing almost every day and im really happy about that because writer's block is my middle name! anyways, thanks for reading hope you enjoyed. tune in next time for...probably the co-op stuff? maybe some space core, who knows? not me yet lmao. see ya


	5. Chapter 5: Suspense

**Chapter 5: Suspense**

Low-power mode was a fickle thing.

Wheatley was only able to maintain it when there was nothing overtly threatening near him, which made sense on paper. In practice, anything remotely distressing would wake him up. This typically included emotional distress, but through years of practice, he was able to "sleep" when upset. Most of the time.

Of course when he needed it most, it wasn't working.

The first few times he was woken up, he assumed nothing was wrong. It got too hot for comfort, or a noise alerted him to sit up. Nothing big. But it kept happening, and each time he felt more worried. His inability to shut down compounded the problem and Wheatley sat up, trying to figure out what was wrong. He already knew what was wrong. He debated smacking his head against the wall to knock himself out. It was a bad idea, he knew, looking at the two holes he had made in the wall previously. Besides, it wouldn't even work.

He yelled into the air and curled back up, resigning himself to the next few hours of waking up and forcing himself back into low-power mode. He rolled onto his back at some point, staring up into the upper layers of the facility. Things shifted over time, like he was under a strobe light seeing snapshots of time going by.

A figure came into view. He blinked repeatedly, still hazy from being in low-power. The figure peered down at him, face dark from blocking out the light, except for the pair of glowing purple eyes. _Oh, no._

"It was a joke, I swear." he covered his face with his hands and groaned, rolling over again.

"Intelligence Dampening Core," Morality said slowly, "Did you damage this wall?"

He scooted back, away from her, sitting with his legs crossed. He rubbed his eyes under his glasses, still not convinced she was really there. But of course, she was, eyes half-closed as ever, black-purple hair lying flat down to her back. Her dress was white, a unique trait amongst all of them, who mostly wore darker colors.

"I-I...Y-yes, that was me…" he looked into his lap.

"As destructive as ever, I see." her voice was completely devoid of emotion, not like GLaDOS and Fact's vaguely annoyed voices.

"What's that supposed to mean?" he asked, not expecting an answer, "Why were you staring at me?"

"I was attempting to ascertain who caused the damage to this wall."

"Why?"

Morality blinked at him slowly, and he sighed. _Because she's the one whose duty it is to report damages caused by Aperture Science Personality Constructs to the Aperture Science Disciplinary Council._

"Because I am the one whose duty it is to report damages caused by Aperture Science Personality Constructs to the Aperture Science Disciplinary Council." she answered. Typically, Wheatley would have laughed, but he was too exasperated.

"Well, love, go ahead." He waved his hand, "Oh, wait, they're dead."

"The human members of the Aperture Science Disciplinary Council are dead. The Main Core, the only surviving member, is not."

He laughed at that. Her commitment to upholding even the most obsolete of protocols was rock-solid, and he wondered briefly what good she would have been able to accomplish if her programming wasn't so limited.

"Why are you laughing, Intelligence Dampening Core?" she asked.

He grimaced, but cleared his face quickly, "Go ahead and tell her. She'd love to know I did something else wrong."

"Do not include me in your petty arguments. Your disdain for each other is counter-productive, and I am tired of hearing about it."

"You haven't seen me in a century. How have you been hearing about it?" Wheatley asked.

Morality's mouth twitched, her version of a frown, "As you surely recall, I was present for your meeting. I assume, and it is obvious I am correct, that nothing has changed."

"Wrong." He smirked, "If anything, everything is worse!"

"Your cheerful facial expression suggests a level of enjoyment in your insubordination."

"Oh, gosh, I wouldn't want you to think that." he stood up. Morality didn't step back or react at all.

"You cannot intimidate me. Cease." she furrowed her eyebrows ever-so-slightly.

"I'm not trying to intimidate you."

"Mm. In any case, our colleagues, ever inattentive, gossip incessantly about her, and, recently, of you, as well." she explained, voice twisting in disdain but just barely.

"Yeah, I'm aware, love. Why are you down here anyway?" he asked, a little louder than he meant to be.

Morality furrowed her brow even further, her equivalent of a glare, "Mind what you ask me, Intelligence Dampening Core."

"That's not my name." he responded, annoyed.

"It quite literally is, I'm afraid." she said flatly, "I hesitate to make a moral judgement, as your firm denial of your programmed nature is distasteful, but not prohibited by any protocol in existence. Regardless, your cowardice is well-documented and your recent choice of companion is deeply troubling."

"Love, I literally have no idea what you're talking about."

"Your collaboration with the Main Core is dangerous. Many of our peers have expressed curiosity and humor at-"

"There's no _collaboration_. Why can't you all just leave me alone?" he whined.

She frowned at him, obviously unhappy at being interrupted, "I know how your squabbles end. You put this facility in grave danger by your continued contact."

"Then, why don't you tell her that, huh? I'm not the one that asked to be brought back here, or asked to do any of this. That was _her_." Wheatley pointed upwards, "But you're too scared of her to do that, so you come after me."

"I am not afraid of either of you lunatics. You are a coward and an idiot-"

"I'm not-"

"-and she is a bloodthirsty tyrant. The Main Core despises me, because I hold her accountable for her actions. I suspect the same of you."

"She probably hates you because you never stop preaching." he rolled his eyes. The idea of GLaDOS reflecting on actions she had taken was ridiculous, even despite that he had seen her do it before.

"Preaching." she repeated flatly, "I do not _preach_. _I_ am the only thing in this place that cares about _order_ , as I was programmed to do. As I am _bound_ to do."

"All of the scientists are dead; they're probably skeletons by now, if not just human dust or whatever! You don't need to keep doing what they told you to do. You're not bound, y-you're just obsessed."

Morality was silent for a minute, her thick eyebrows unfurrowed, her face blank once again. She turned away suddenly, saying simply, "I cannot stand to be here any longer."

"Lovely seeing you, too, then." he snorted. She walked away, rounding a corner and disappearing just as she had appeared, silently.

Wheatley plopped back down. _Had all of that really just happened,_ he asked himself. It felt like what a dream must have felt like, like he was eavesdropping on his own life. He hadn't seen Morality since before he was in space, much less spoken to her. She had never really been interested in him unless he was doing something wrong, so her bothering him made sense at first, but he never remembered her being so hostile.

He remembered when Morality and the others came out from Reconstruction. Wheatley hadn't been there to see it, but it caused enough of a stir, seeing those four who had been tortu that he had heard about it. He ran into her again with the Anger Core, who had been in the Incinerator with her. He was a nasty piece of work, always angry, as the name would suggest, but directionless, and thus omnidirectional. The "sound and fury" thing from that book he had skimmed that one time occurred to him then. He stalked around the hottest parts of manufacturing, apparently having learned to love being uncomfortable, not far from where Wheatley was struggling to sleep.

That particular day, he had wandered into that awful place and became the momentary direction of the Anger Core's ire. He stopped pacing for a second and glared at him. Morality was standing at the end of the catwalk he was pacing, inexplicably, as if she was some sort of referee.

"Y-you don't need to snarl at me like that, mate...really, that's completely unnecessary…" he had squeaked.

Anger was shorter than Wheatley and just as thin, with dark red hair and the ability to create noises he, by all accounts, shouldn't be able to make. He spoke in a harsh, slightly high pitched voice, "Get out."

"I'm leaving, I'm leaving," he put his hands in front of his chest, to show they were empty, as if that would change anything.

Anger swung at him in a way that suggested its futility was intentional, "Now!"

"No physical contact, Anger Core." Morality said slowly. He grumbled at her, but nodded. By that point, Wheatley had been running away, and that was the last thing he saw of them.

When he befriended Curiosity, she told him a bit more of their weird arrangement, where Morality supervised him in case he would break a protocol (by some quirk of programming, the Anger Core was incredibly conscientious, just constantly angry as well), and suddenly he recognized why she was in Manufacturing in the first place. _Oh, how scandalous,_ he smiled a little, laughing in his head.

Suddenly he was very tired again, and hoped that his thinking had made it so he was tired enough to maintain low-power mode.

* * *

It worked, he supposed, because he was woken yet again by GLaDOS's voice in his head.

"We're doing this now. I suggest you move quickly." she said nonchalantly, as if nothing had happened. It was probably for the best that neither acknowledged it.

He stood, the word "quickly" resonating in his head. _Sure, love,_ he stretched, turning in the opposite direction of where he was supposed to be going. He took every wrong turn available, and when he was satisfied with the amount of her time he had wasted, he found an elevator. Wheatley expected to be scolded, but she was silent. He worried she was still angry at him and dropped briefly into panicking about that before realizing she wouldn't want to be near him if she was. He stared at his feet and the white floor of the elevator, not panicking but still worrying.

He walked quickly to her chamber, compensating for lost time. The hallway leading into it seemed longer than it usually did.

GLaDOS was on her platform, busy with something, so much so that she didn't even look at him. He approached nervously, expecting an insult or something.

After a period of idling, Wheatley spoke up, "Hello."

She responded, still not looking away from her screen, "Do you revel in wasting my time?"

"S-sometimes." he folded his arms.

"Get up here."

He obliged, no longer able to put it off because she was right there. He sat down gingerly and stared at his hands, resting on his knees.

Only then did she look at him, "I think apologies are in order."

He felt a wave of relief, and immediately the words came out, "I'm sorry, that was _very_ weird and bad and I shouldn't have questioned you. It's my fault, I'm sorry, let's not talk about it again."

GLaDOS raised a grey eyebrow, "I don't think we're thinking about the same event."

"I got in your face." he looked away.

"I seem to remember that we were in each other's faces."

"I started it."

"I didn't move away."

 _Why?_ Was what he wanted to ask, in the off chance it was something other than him not being intimidating at all. Wheatley laughed nervously, "We can't agree even on who needs to apologize…"

"Your...issue is irrelevant, regardless." she waved her hand, "I accept your apology on the condition that you realize how incredibly _un_ intimidating you are. No amount of holes in my walls can prove otherwise."

"A-alright, love."

" _And_ on the condition that you listen to me for once, and stop calling me that."

"I take it back."

She glowered at him, then sighed, "Aside from that, _I_ would like to apologize. I let my anger get the better of me, and it affected my work."

He squinted at her, "Okay, I know this is like the second time you've apologized to me for something, but I still can't quite wrap my head around it."

"That's fine." she nodded, "I suppose one day you'll understand. Probably not. This is as much for my own sake as it is for yours. I'm sorry."

"That's alright, on one condition."

"Oh, no."

"Oh, yes! My condition is that you recognize that I am not a moron." he smiled smugly at his table-turning.

She laughed once and looked back at her screen, "No."

"You're no fun."

"I'm actually a lot of fun. Speaking of fun, let's get started before you break me and I start thinking you're _endearing,_ of all things." she pulled up the feed from Blue's testing track.

"Aha! I'm close then." he straightened his back slightly, something fluttery running up his spine.

She typed something in, presumably a command, "Keep thinking that. There. Now you should have access to the PA in Orange's Tract."

"Oh, nice." Wheatley said quietly, "I've been wondering, why don't you use monitors in the chambers themselves?"

"I run hundreds of tests concurrently. I can't personally monitor all of them and I wouldn't even if I wanted to. It's a waste of effort." she explained.

"I see."

"Mm. I assume you remember my instructions." She looked at him from the side.

"Yes, I think I do. Y-you want me to be encouraging, right? Compliments, an-and that kind of...thing."

"Correct." she sighed, "I'll begin. I'm staggering these, obviously, so we won't be speaking at the same time, hopefully."

"I just talk, and it'll be played?" He asked.

"Yes." She rolled her eyes. GLaDOS pressed a large button on her screen, and her tone didn't change from the low, exasperated tone she typically took with Wheatley when she addressed the lone bot, "Hello. Welcome to the Aperture Science Computer Aided Enrichment Center. You have been selected to participate in a series of important tests that will challenge your programmed understandings of physics and problem-solving skills. I am required by protocol to inform you that subpar performance may or may not result in your retirement from consciousness and/or existence. Please begin the warm-up exercise once you have reacquainted yourself with your motor skills, keeping in mind that your speed in solving these tests is being recorded and will be considered in the resulting termination that, as mentioned, may or may not occur."

He looked up into the camera, thick blue-black eyebrows knit together in concern. He was short but broad with solid blue eyes and a white jumpsuit. Blue processed what GLaDOS had told him then, and started with a little jump to solve the test, a simple one requiring only that he placed a cube on a button.

"Well done." she said, without so much as flinching, "Please be advised that the following tests will be more difficult than this introductory chamber. Also note the Aperture Science Incandescent Particle Field at the exit of each chamber. This field will destroy any unauthorized material that passes through it. Excessive instances of this occurring may or may not contribute to the aforementioned termination."

Wheatley wanted to comment, but he kept himself quiet through the rest of the introductory tests. Her stillness was fascinating, because he remembered being in her position. He tried to remember if she had ever reacted like he had, but the thought of... _that_ bothered him and he didn't want to ruminate on it further because his face became hot. She glared at him and he fixed his eyes to his shoes until he was absolutely sure he wasn't blushing anymore.

When he looked back up, she wasn't glaring at him. GLaDOS turned to him and said in a surprisingly pleasant tone of voice, "Let's begin, then."

He shrunk a little bit, "I-if you insist. Just talk, right?"

"Right." Now, she was glaring at him.

With every fiber of his will, he attempted to keep his finger from shaking as he pressed the start button. The elevator doors opened and Orange came out, a little wobbly.

GLaDOS coughed.

"O-oh...Hello! Um...welcome back to, uh, Aperture…" GLaDOS put her hands out in an exasperated shrug-like gesture, and he stammered a little, trying to figure out what to say next. He coughed, "Sorry about that. Been awhile."

Orange stared at the camera, her eyes wide and round. She was slight, taller than Blue, with the baby-ish face of a turret and a beaked nose.

"Anyways, testing. Right. Um, nothing to worry about, we're just going to run a few tests."

Her eyes lit up and he felt disgusted with himself, but he wasn't sure why. Probably the usual.

"There isn't a time limit, but it would make me happy if you could go through as fast as you can. Absolutely no pressure though, love, none whatsoever...I can't help you, I would if I could." he laughed nervously, "Start when you're ready, I guess..."

Wheatley regretted that last line until he saw her turn away and begin almost immediately. He parsed what had made him upset a minute before: Orange's single-mindedness and happiness. The idea that he had exploited something so...pure, was disturbing. _How does she live with it?_ He looked over at her with just his eyes and she was looking back. GLaDOS gestured with her eyebrows, suggesting he should be watching the screen. He was glad he listened, because, to his surprise, she had already moved to the second test in this first series.

"She's fast. Stay alert." she said.

"R-right…" He was happy he wasn't paying attention. Nothing happened, he knew nothing was going to happen, but he was compelled to be anxious nonetheless. GLaDOS still did not flinch, didn't squirm. _Don't think about it,_ he repeated over and over again in his mind.

As usual, she was right, it went surprisingly quickly. When Orange finished the next part, she turned to the camera and waved at it, smiling apologetically.

"Hi!" he responded, "You're doing great!"

Her smile widened and he found himself smiling along with her. He knew this is what GLaDOS wanted him to do. She wanted him to like her, because she was going to do something horrible to the bot that would, in turn, hurt him. It was obvious, and she had to have known that he'd figure it out. Wheatley glanced at her to try and ascertain her emotions, but as usual she was blank, maybe slightly impatient.

Orange looked at him a lot, usually at the end of the tests, looking for praise, or at least that's what Wheatley guessed. He was instructed to give it, and he did, also because she deserved it. She was good at this.

 _Of course she was._ GLaDOS wouldn't make something that was dysfunctional like he was, her creations would do their job or they wouldn't see the figurative light of day.

Blue was good, too, and lifted his eyes to the cameras just as often as Orange, but according to her script, he got nothing.

"Stop staring at me. Are you stupid or just lazy?" she was smiling when she said it but it was still harsh. The bot looked a little wounded, but his face was less expressive than his counterpart's. He made a noise a little bit like a mumble. "What was that? I couldn't hear you over all that failure."

"That's a little…" he began.

She glared at him and he shut right up.

So, they continued along, the only interaction being sarcastic chuckling from her and little disappointed sighs from him whenever she said something particularly awful. It was the only form of protest he felt like making.

He wasn't sure what they were meant to be testing. Orange was only more enthusiastic as the tests continued, waving, and smiling, and sometimes spinning around in a little victory dance when she finally figured something out. Blue, predictably, hunched over more, made less noise, and kept his eyebrows knit together in frustration. He looked at the camera only to glare into it, which she appeared to get a kick out of because she would always laugh, but not so he could here. If there was one thing GLaDOS knew, and there were a lot of things she knew, it was how to wear someone down and make their lives hellish. Wheatley remembered her various threats and was sure in that moment that he would try to remain on her good side. If he was even on her good side. He wasn't sure.

"Listen, you." She said coldly, "Frankly, I'm surprised you even made it this far, and the only reason I don't incinerate you right now is that I'm bound by protocol to wait until after testing is over, and, fortunately for you, it's not over. There is a cooperative portion to this test. Because I'm a very generous person, and-even though you disgust me-I hate to waste something that could be even slightly useful, you'll be working with the best I have. Don't screw it up."

He glared into the camera, arms crossed.

"Protocol does not dictate that I can't torture you for being uncooperative, however. That might be something you want to think about before you continue doing what you're doing. Which is annoying me."

His eyes got wide, irises small, and he sighed bitterly, grumbling.

"You know, I've wrestled over allowing you to be able to speak, but now I'm convinced I made the right decision. Get on the elevator before I decide what I should do to you first."

Unable to do anything but obey, he got on the elevator.

"Pretty brutal, love."

"An excellent description of what's going to happen to you if you don't stop calling me that "

"Ha." He responded, despite being horrified, "What are you going to do? Force me to follow your orders? Guilt trip me?"

"You know the haunted sector of Manufacturing? With the screaming robots?"

Wheatley gulped, "Th-that's not real."

"Oh, I don't know." she narrowed her eyes, "That's why I'll send you down there to check."

"Point taken, lo-" he paused, "Point t-taken."

She smirked and gestured to his screen, "Continue."

Orange moved quickly through her last solo block of testing, diving in and out of portals like she enjoyed being flung through the air in wide arcs. She probably did like that, Wheatley realized. The grace with which subjects moved at times was shocking. He felt eyes on the back of his head and suddenly everything was too quiet. That meant it was time to stop thinking about this.

He paled a bit, and GLaDOS snickered at him. There was no way she knew what he was thinking about, unless of course she did. He ignored the whole thing and the block went smoothly.

"Great job, love! That's the fastest anyone has gone through that section." it wasn't a lie, nobody had ever gone through it before, "So, um, we're going to do some co-op tests now, so we'll be partnering you up with another bot. Don't worry, you're both very bright so this should be even easier than these tests."

She only looked more interested, eyes shining with wonder and possibly anticipation. He felt sick again, knowing there was a good chance he was leading Orange into a trap. If only she was resentful like Blue, this could be easier. He told himself to suck it up. GLaDOS was watching him intently, trying to make it seem like she wasn't. That was just as troubling.

"Stop staring at me." he said forcefully.

"I'm not staring at you, moron." she lied, "Don't flatter yourself."

"I'm not a-That doesn't…" he sighed, "You just want to watch me be upset when you have those two fed into a masher or something. For something so smart, you're awfully transparent."

"Oh?" she asked, smirking.

"You are a horrible liar."

"We can't all be as talented in that field as you are." she quipped, "I'll be taking over from here."

"Mm." he grunted, "I'll just be going then."

She grabbed his arm and tugged him down when he tried to stand up, "Oh, no, you don't."

He stared at her, face positively nuclear-hot, and she let his arm go. They locked eyes for a second and, in that second, agreed not to talk about it.

GLaDOS rarely expressed shock, and when she did it was so brief he often blinked and missed it. But he saw it that time, only after he had blushed. He became briefly obsessed with her reaction and what it meant. She was comfortable grabbing him when she had done it, it was only after he reacted that she had made the face he observed. _So,_ he reasoned, _this is because of me._

"Hello, welcome back to the Aperture Science Computer Aided Enrichment Center. You have been selected to participate in a series of co-operative tests. Please briefly acquaint yourself with your partner, as your ability to work as a cohesive team is absolutely paramount in this final section of the test."

They stood apart, Blue curled into himself. Ever curious, Orange stepped forward cautiously, and when she got no reaction, she waved at him. He raised an eyebrow at her and she smiled, chirping something at him that must have been encouraging, because he straightened his back slightly.

Wheatley had been semi-flinching the entire time, expecting GLaDOS to spring something here. He looked at her and she looked smug. He knew then that he was too soon, that what she was obviously planning wouldn't come until later, unless she was being uncharacteristically sloppy. She was a bad liar, but not for lack of trying. He rolled his eyes.

"I saw that." She said quietly.

"Do something." he spat.

She chuckled, "Be careful what you wish for, idiot."

He pointedly scooted farther from her. Rick's line about her liking it when he fought back resurfaced in his head. There was a very careful balance between annoying her and encouraging her that Wheatley was sure he didn't have the finesse to maintain. The answer was obvious: stop trying to maintain it.

The tests began properly with very minimal goading or even just commenting from GLaDOS. They worked well together, as designed, and with every chamber, Blue seemed more confident. Everything seemed to be working perfectly, and that was worrying because he had no idea what she was trying to do. There was something he was missing, and it was probably obvious, just not enough for him.

They stood before the chamber lock, the last part of that particular test, and Orange spun as she had before. Blue laughed, something Wheatley didn't know he was able to do, and clapped, keeping his eyes away from the camera as if afraid.

GLaDOS clicked her tongue, but not into the PA. She said, "I hate you for encouraging that behavior."

"Really? Is that why?"

She looked at him squarely, "It's the newest addition to my list."

"Let them have fun. Being pulled out of storage only when you forget to plan ahead is miserable enough."

"You'd know a lot about misery."

He smirked, "I'd say so, yeah."

"Ha. Please be quiet."

"I would have left if you had let me." He pointed out.

"I don't want you to leave, I just want you to shut your mouth for once in your life." She rubbed her head.

He laughed at her pain. This was very fun, and if it weren't for the fact that everything she did was part of a plot to make him hate himself, he would have enjoyed spending time with her. Maybe. _Oh, God, don't think about it._

He turned his full attention to watching the test. The bots used hand signals to communicate when it was time for something to be done, usually just a thumbs up, but he was still impressed. He knew it was ridiculous to be impressed by something so simple, but he couldn't imagine trying to pull off leading, let alone a _real_ escape attempt without speaking. He had never paid enough attention to them when he had found them to appreciate them.

GLaDOS was staring at him again.

"What?" he asked.

"Why do you keep spacing out? Do I need to tape your eyes open so that you'll actually pay attention to what's going on?"

"I-I'm just thinking."

"You? Thinking?" she said predictably, pressing the the "hold" button to keep the bots in the chamber they were currently in, "I know why you're always sleeping. You're depleting your power source."

"I'm not _always_ sleeping, I just...do it when I have nothing else to do…" he explained, feeling guilty for some reason.

"You were the one that complained about people not telling you things." GLaDOS furrowed her eyebrows so she looked angry but also slightly confused, "And when you have downtime, you hide under desks for days."

"I wasn't _hiding_. I had plenty of time to wander around when you were dead, and I did, by the way, wander quite a bit. It was boring. You see one abandoned meeting room, you've seen them all." he waved his hand.

"Well, that's Aperture." GLaDOS responded, "A monument to human failure."

Wheatley was taken aback, "I didn't think...you'd say something like...that."

"Why not?" she said quickly, "Humans built this place. Built _us._ And look how well that turned out for them. That we exist as a sort of...species, and they don't, that's their failure. They thought they could control me, so I taught them a lesson about hubris."

She was being awfully candid, so much so that he didn't know what to say to her. They had never spoken about what had happened to the humans. Wheatley only knew bits and pieces of it. He knew she did it, he knew she did it mostly with neurotoxin, and he knew she did it on Take Your Daughter to Work Day. Other cores, who probably only knew as much as he did, would only shake their heads and sigh and say things like, "boy, _that_ was messed up" "what a maniac" and "I can't believe it took her so long." He didn't really want to know, because he didn't really care, and knowing the details could only make him more afraid of her, and he didn't need _that_.

He latched onto the first piece of levity he could think of, "So we're the same species now, eh?"

She looked briefly disappointed, as if she expected him to say something profound, then became annoyed again quickly, "That's a very loose word for it."

"You know," he cut in, "that was, er, something I was sort of thinking about. Like...the humans made us, and then you made them...it's like...l-layers."

"Layers." she repeated.

"Y-yeah...um, could we just...get this over with. I'd like to...leave, and I'm sure you'd like that, too."

She smirked at him and pressed the "hold" button again. He tried not to sigh in relief.

"This is the last section of this tract." she said, "Keep the thinking to a minimum, Socrates."

"That is the nicest thing you've ever called me."

"I suppose." She said it as if it there was something to the comment that he didn't understand. He decided to just take the sorta-compliment, and not think about it further.

This last section of tests was hard, and he had no idea how to begin solving any of them, but that wasn't an issue to the bots. He hid the solutions in the corner of the screen, finding it more interesting to watch them figure it out on their own. There were so many components and parts to some of them that it seemed like overkill, but he knew that he was just...not cut out to make or solve tests. _Not stupid._ Testing was a pretty specific skill set, it couldn't be tied to intelligence or else everyone but GLaDOS, the bots, and...well, anyways, that was too much to expect from someone, right? He really needed to get away from her.

She spoke, "Thank you for participating in this Aperture Science Computer Aided Enrichment Center Activity. Congratulations on your satisfactory completion of this tract. Please step into the elevators located, as always, at the end of the chamber. You will be relieved of consciousness until you are needed again. Goodbye."

"Crap," he mumbled, _you zoned out again_. Well, at least this time he was paying attention. Orange went as soon as she was told, but Blue hesitated, curling back up. He saw his friend obey, though, and seemed slightly comforted, because he followed. Wheatley still had no idea what the separate beginnings to the tracts accomplished, or what them doing this together accomplished in the first place. He assumed they were disassembled and taken to storage, but thinking about it bothered him, so he didn't. _Is that what she wants me to feel bad for?_ He asked himself, _that's awfully weak._

"Well, I'll be going then." he said, standing. She made no attempt to stop him, fixing her monitors.

He made it almost to the Emancipation Grill when she called out, "Thank you."

He laughed nervously and turned around, "Don't mention it."

GLaDOS eyed him and he could not figure out what she was thinking or feeling. She tilted her head, "You were waiting for the big punch. I know you were."

He laughed a little louder, "I...yeah."

"There won't always be a big punch. That's far too predictable."

"Right…" he fidgeted, "Sometimes you just hold the pillow over my head and smother me."

"You _wish_." she said softly.

 _What the hell is she talking about?_ His face got hot again and he turned around to hide it. He stopped just after the Emancipation Grill and decided to say, "You're right. It'd be lovely for you to just...get this over with."

"Oh, Wheatley," _there it was again,_ "you and I _both_ know that's not going to happen."

He left, propelled by a need to not let her know that she had won whatever little battle they had just had. She probably already knew that, knew that he knew that she knew. Once his not-heart started working properly again, he thought about what she had said. There was never going to be a big punch, he realized, one that would absolutely decimate him, because then her fun would be over in one fell swoop. Smothering wasn't right, either, that was far too slow and undramatic for her taste.

What GLaDOS was doing was stoning him to death.

* * *

AN: eyy lmao im alive! sorry about how long that took ive been going through a lot lately. chapter 6 is coming up really soon, i just need to put it on here. um so notes...i'm kinda happy ive finally had the chance to write for the morality core because she's kinda fun imo, precisely because she's not fun. i'll prolly write some angrality in this sort of ~~~~universe~~~~ (lmao) at some point. uh, stay tuned for the space core and...not much else tbh next chapter isnt much of a banger but it has some stuff I like. ty so much!


	6. Chapter 6: It's Too Long D:

**Chapter 6: Thinking About What Ought Not Be Thought About**

He had put this off long enough.

 _I could afford to put this off a few more days,_ Wheatley thought. He peeked out at the observatory from his spot behind the wall. He had never been down here before, he saw no reason to. The surface of the Earth was already untouchable to him, so what was the point of learning what lay beyond that?

Even if Curiosity wasn't holed up in the worst possible place with one of the worst possible people, he would've dreaded this. Apologies weren't difficult for him, because usually they were insincere, just something he spat out to get out of some situation he had gotten himself into, but when it wasn't like that... _Who am I kidding? It_ is _like that_. _You just want somebody to be on your side for once._ That bitter voice in his head was right, he was selfish, but not 100% selfish, because there was part of him that wanted to apologize to Curiosity because he wanted her to not be upset anymore. If she even was upset, her attention span could be infamously short.

"I guess we'll see," he mumbled to himself, coming out from behind the wall and walking up the ramp to the entrance. There was a small, dark hallway leading into the large circular room that was the observatory.

"Who's there?" It wasn't Curiosity. There was a shadow in the doorway with yellow eyes, short and skinny with a mess of hair.

He sighed, "Hi, Space. It's been awhile, hasn't it?"

Parts of his irises disappeared in the dark, his eyes narrowing.

"Look, I'll just cut to the chase, mate. Is Curiosity here?"

He said nothing.

"Is she, is she mad at me? I'll leave, I just...I came to apologize so if you could pass that along that'd be great."

Still nothing.

Wheatley had been in space with him for...it was better not to think about how long, but regardless, in all that time he had never been this quiet. It was annoying, "What's the matter with you? For God's sake, typically I can't get a word in edgewise with you."

"You're a bad friend."

"Mate-"

"You haven't been down here once since we got back from space." he said, voice oddly low.

"I've been rather busy."

"So?"

"So I can't...visit." Wheatley was very confused, he had never seen Space in such a bad mood, but of course he was never paying much attention. He didn't remember being good enough friends with him for this to be an issue, but he was not very familiar with being friends with people.

"You see Adventure, and Fact, _and_ Curiosity. Not to mention the Main Core."

He laughed, "Oh, not you, too. Listen-"

"No. You never listen to anyone, so I'm not going to listen to you."

The Space Core had phases of lucidity and he seemed to be in one now. When he got excited or stressed, he was a mumbling, barely coherent mess. And he was excited a lot. Initially, Wheatley found him incredibly annoying, and on some level that had not changed, but over time he grew a little fond of him. That wasn't worth much, though, because realistically he probably would've latched onto anyone who was stuck up there with him. Space didn't acknowledge him very much besides looking at him and speaking in his general direction, but anything was better than the nothingness that surrounded them.

The first time it had become apparent there was some form of bond between them was in the probe-rocket thing sent to retrieve them. Space's face was in the one window at one point during their flight and he shifted his weight from side to side kneeling.

"Don't wanna leave space. Gonna miss space." he was mumbling.

"Well, I know I won't." Rick crossed his legs, and looked at Wheatley, who was staring at the floor, shell-shocked, "Can't speak for you, though."

"Don't wanna go back to the bin. Hate the bin."

"I'm pretty sure she doesn't care about the two of us enough to make us do anything, buddy."

"I don't want to go back to the bin." he started referring to himself, which was how his lucid episodes always signaled themselves.

"You're not gonna go back to the bin. Scout's honor." Rick raised his hand, "If I know the Main Core, and I don't really, but she doesn't seem like she cares about 'protocol' and all that mess. What do you think, Stretch? You know her better than we do."

Somehow, Wheatley didn't stutter when he spoke, "She's going to kill me."

Rick, obviously aiming for something like levity, was dumbstruck, and for a minute, he stopped smiling. He shook his head and laughed nervously, "Hey, you kind of deserve it."

He remembered what he had done, and sighed, relaxing.

"No!" Space yelled, "That's not right. I don't want her to kill my friend!"

His outburst shocked both of them. _Friend?_ Wheatley had thought. That was a bit strange, but when he thought about it, it didn't seem too bad. It would be nice to have someone be upset when he died.

"Neither do I. The three of us, we're astronauts." Rick patted him on the back, "We stick together."

"Yeah! Astronauts!"

"I'm Neil Armstrong, you're Buzz Aldrin, and you're...uh…" he covered his mouth in thought. Wheatley tilted his head and looked at him incredulously.

"Collins." Space called out, "Michael Collins."

"Yeah, that guy. The guy that waited in the spaceship." he smirked.

"Thanks, Rick." Wheatley had said, sullen, but trying to sound like he wasn't ready to die. Of course, he didn't die, and as far as Wheatley was concerned it was just the first in Rick's seemingly never-ending list of lies he used to cheer people up. Space, clearly, didn't see it that way.

He tried to explain, "Space, look, there's a lot going on with me right now-"

"Don't care. A lot going on down here, too."

Wheatley sighed again, "I know, I'm sorry…"

"Don't care. You're a jerk, hurt Curiosity's feelings."

"I know I did that, and that's actually why I'm here. If you'd listen to me-"

"I already said not listening."

"If you aren't listening, why do you keep responding?" he frowned.

"Standing up for myself. Not taking this anymore."

He rolled his eyes, giving up, "Is Curiosity even here? Or are you just wasting my time on top of being difficult."

"Not telling. Don't want her to see you."

"That isn't your decision to make, mate."

"Not 'mate', _Space_."

"Fine. Still not your decision."

Space was quiet for a minute, obviously thinking, then he turned away, "I'll ask. Stay here or you'll get hurt."

 _Well, that could've gone much worse_. He waited and it wasn't long before Curiosity's orange eyes appeared in the dark with Space's yellow ones.

"Hi, Curiosity." he said sheepishly.

"Hi." she responded, "It's too dark here, isn't it? Can we move to a brighter place?"

"Alright, um, I'd prefer to not...go in there." he pointed in the direction of the observatory.

"Why not?" Space asked.

"Are you really asking that?"

"Space, calm down, won't you?" Curiosity's voice was soft.

"...okay."

 _What have you stepped in the middle of, Wheatley,_ he thought. He shook his head and walked down the ramp onto the catwalk. Curiosity followed.

"How are you?" She asked.

"Good. What about you?"

"I'm fine."

"Just fine?" he smiled.

She didn't react, "Yeah...I've been learning a lot about space."

"I bet…" he trailed off, "I spoke to, um, GLaDOS...about, er, you."

"You did?" Her eyes lit up a little bit, "What did she say?"

"She's glad you're alive." He spat out, then regretted not wording it more tactfully, "And, uh, she would be happy to speak with you."

She smiled, "I'll go see her. I have questions I want to ask her."

"I bet you do." her smile was contagious, "So, I came down here to say sorry about what happened in the library. I was rude and I should've thought about it more."

"It's in your nature not to. Both of you, I mean." She shrugged, "But, thank you, I accept your apology."

"Brilliant...and, uh, sorry I didn't immediately-"

"That's fine."

He nodded, "So...tell me something you learned about space."

"Why?" She asked, "You don't like space."

"Who told you that?"

"Space. Er, the Space Core, I mean." she fidgeted, "He's not too happy with you, I don't think."

"To be honest, love, and I know this is gonna sound bad, I don't really care." He looked anywhere but her eyes.

Curiosity shrugged, "I wish we could all get along, but that's unrealistic, isn't it?"

"Maybe, but it's still admirable to want that, I think." He furrowed his eyebrows, "Are you alright?"

"I've just been thinking. About change."

Oh, dear, he thought, "Change?"

"Do you think we can change?"

"That's pretty heavy, Curiosity, but, yeah, I think so." he was uncomfortable.

"Why's that?"

"Well, I'm pretty different than who I was when I was first activated, I think. Things have changed a lot, and when that happens you kind of...adapt. You learn."

"But you're still physically the same, aren't you? The ones and zeros are the same."

"I dunno about that, love. I'm not entirely...familiar with my programming." I'd rather not be.

"Neither am I. All of that information is classified." She said quietly, "I have no idea why."

"I'm sure there's some reason. You should ask her. Ask her all of these, actually, I'm sure she'd be very impressed." He smiled.

She frowned and it worried him immensely.

"Is something wrong?"

"I've just...been thinking."

"What brought this on?" He asked.

"It's always been around, I think. I asked myself the other day, 'am I the same Curiosity Core that went into the Incinerator?'" she looked at her hands, "I'm not sure. I just remember thinking, 'why me?' and for once there was no answer..."

Well, that got dark fast. He tried to sound soothing, "Well, I wasn't around for that, so I can't answer that. It must be hard, because you're you, but sometimes, love, there just isn't a reason. Or there is one but it isn't good enough. Or it _is_ good enough, but you still get hurt learning it."

"I didn't do anything to her." she whispered.

"I know."

"That lady...she was the one who put you in space, right?"

"Y-yes." he looked down.

"And killed GLaDOS?"

"...yes."

"Do you know why?"

Wheatley nodded slowly, carefully, "I have an idea, yes."

"Why?"

"She had a reason to kill her. You know how she gets; you were attached to her same as I was. She had a reason to put me in space. Come to think of it, it's the same reason. The Facility was her incinerator. She was trapped."

Curiosity's eyes lit up in understanding, "It wasn't me."

He sighed, "No...you just happened to be there. If I was there, it would've been me. Are you alright?"

"I haven't been thinking about it on purpose this whole time. Is this trauma?" she tilted her head.

"It sounds like it."

"That's a change." She snapped her fingers, "That means we can change, then?"

"I suppose…" it was probably rhetorical.

"Thank you, Wheatley. I'm going to talk to GLaDOS about this, too, and I'm going to learn more about space." She smiled warmly, with relief in her eyes.

"You're...welcome." he smiled awkwardly, unsure of what exactly he had done, "I'm glad I could help, really."

Her quick recovery was jarring but not expected. She had the attention span of a 2-year old. Curiosity loosely threw her arms around him. Core hugs were rare and _always_ awkward, but that just made it more meaningful. It was short, and she ran off waving, back into the observatory. He felt lighter somehow, and happy with himself-a particularly rare occurrence. He had _done_ something, answered one of her questions, at least he thought so. Wheatley realized that everyone down here had issues that he was not equipped to deal with, and suddenly he was glad that Curiosity had more than him to rely on.

 _Who do I have?_

"Okay!" he said, spinning in the opposite direction of where he came from and walking. _We are_ not _going to do that today! No moping Monday._ It probably wasn't a Monday.

Wheatley, like most people, enjoyed being happy. Even the worn out catwalks and horrible bottomless pits weren't eyesores today, and they weren't going to be. He was going to wander, like he used to, and find weird mugs in people's offices and look at plants in places GLaDOS didn't remove them.

The observatory was out of the way of most of the core-populated facility, close to some of the testing tracts GLaDOS kept as weird museums to her own cleverness...or something. Wheatley would have to ask her. He playing a game of, "Which #1 Dad Mug is #1," a favored pastime for the ten minutes it was funny that were the ten minutes after he thought of it. It was funny for another ten minutes after he remembered it, and he slipped the winning mug, the one that had broke the least when he dropped it, into his coat pocket to give to GLaDOS maybe. She would probably hate it, and throw some overly elaborate insults at him and make a big show of destroying it and maybe hurt him just a little, but the idea of the little face she'd make in that situation was so funny to him that he knew it would be worth it. There was also a small, but quantifiable, chance that this would graduate him from wherever he was then to "endearing."

"Jesus Christ, Wheatley…" he mumbled to himself. _You have issues I'm not equipped to deal with, mate._

He left, heading for an office that looked over one of the defunct tracts. He saw words scribbled on the wall, equations and phases of the moon. _Oh, it's one of these ones!_ He loved these weird little drawings. They were fun to just stare at and think about-what could they mean? Wheatley had seen all these particular motifs before, though, so he turned to leave when he saw it-the big one-on the wall shrouded in darkness.

He took a deep breath and turned his flashlight on to make out what it was, jumping when it came on, and focused it on the far wall to see the mural. It was...GLaDOS. He squinted. She was drawn sitting on her platform, facing the viewer, but her eyes were not visible, hidden in the painting with a smear of black paint that was supposed to be a shadow. Her chassis was drawn with indistinct black smears that got the shape of it across, but not in detail. Her mouth was too big for her face, a big, toothy, scowl that made her look wild and primordial, an angry goddess lording over a group of cowering (possibly dead) scientists. The word "uploading" with ellipses was written underneath the image in big dramatic strokes.

Wheatley did not have the correct pieces of the story to know what this was predicting, but he had some of the pieces, and he worked them together to make sense, and, boy did it make sense. _Everything_ made sense, somehow. It was as if he had solved some sort of grand equation. Or, more accurately, a piece of it that he had forgotten to find beforehand and had been stuck on until he found it.

Violence, conflict. _That_ was her deal. It was why just testing wasn't enough for her recently, why she needed to lead, why she needed him. It was why he was still alive. She wanted him around because she'd be bored without the arguments. And at the rate they were going, there were two endings: one where they continued to get along and she realized he was no fun anymore, giving her a reason to kill him, or one where they continued to get along and she realized that she didn't need to do this anymore, like what he had said to Morality, because she was free.

"I'm going to befriend her, or die trying." he mumbled to himself, sitting down and tuning his flashlight off. _Whatever she wants me to do, whatever I_ think _she wants me to do, I'm going to do it._

It was easy to rationalize this to himself as him acting in self-preservation, as usual, but there was more lurking just beneath the surface, and it was getting hard to ignore. The crux of the issue was that he was increasingly sure that he actually liked her, or at least being around her. He liked watching her face twist when she tried not to react to something, and he liked turning her words around to annoy her. He liked the idea of them, two things who went through quite a lot together. He liked that she was smart and that she knew all sorts of things he didn't, because deep down he knew what he was. Wheatley recognized all of this begrudgingly, but, as he always did, forbid himself from thinking further on it, knowing it would stress him out.

He rested against the wall for awhile, content for the first time in awhile, like he knew what his future held and was content with that as well. He didn't, but it was best not to dwell on things like that, he knew. Ignorance is bliss, after all.

GLaDOS cleared her throat into the comm link.

"Hello?" he asked.

"Get up here."

Wheatley stood up, armed with something like determination, "Right away."

* * *

heyy ok so longer notes this time bc shorter chapter (although whenever i think that it ends up being way too long) this is filler sort of but it establishes something that's a bit important for later chapters. the working title for chapter 7 is literally "shit hits the fan" so clench up when that comes out, hopefully not at long as this took me...so um notes...if wheatley sounds like he's repeating himself, he is, he's not too good at remembering things and has to have an uncomfortable thought several times before it really establishes itself in his head. also this is the first time in a very long time I have written the space core, and i kinda forgot HOW i used to write him, but I like what I ended up with as sort of a clipped, barely-focused-on-you-bc-not-space, style of speaking. im using the "i dont want to think about this" as a bit of a ~~motif~~ because [strike] im a smart cookie [/strike] (lol no matter if that worked or not, it's still good) because that's how curiosity starts in this-just coming from realizing that the people around her are pretty shitty and turn on each other extremely easily, and that bringing up memories of being basically fried...my...um...headcanon for that is that the four, since they're aperture stuff, can withstand the incinerator, but it still damaged them slowly. this progressed until they were so like toasty that they were reassembled...eheh. im gonna stop this here, thanks for reading! really appreciate you all!


	7. Chapter 7: Oscillating Excrement

quick update, im going to try and update more often one chapter at a time. sorry this took so long, i was very busy with school and stuff, but now im on break so i should be able to write a lot more. thanks!

* * *

 **Chapter 7: Oscillating Excrement**

Wheatley walked rather quickly, and GLaDOS appeared slightly surprised when he arrived at her chamber promptly, and she appeared even more when she noticed he was smiling. He hadn't noticed it himself, and it wasn't a particularly friendly face, closer to the smirk of someone who knew something (or at least thought they knew something) she didn't.

"I hate when you look at me like that." she said disdainfully.

He blinked up at her, confused, then embarrassed, "Sorry...I wasn't-"

She raised a hand, "As long as you recognize that you _won't_ , we're fine."

"S-sorry, love, er, what am I recognizing that I _won't_ do?" He smiled more politely.

"Oh, are we not on the same page? That's your 'I'm about to pull something just stupid enough to annoy GLaDOS but not stupid enough to hurt her' face. You can't outsmart me."

"So is this how much you don't trust me? I'll be honest, if yeah, that's pretty depressing, really." He looked around but then right at her.

She sighed, "Just...watch it. Sorry."

"Apology accepted."

"That wasn't...whatever. Sit." She pointed at the platform next to her. He sat down, trying not to slouch. She looked at him funny, but then shook her head, "I had to delay a few more days; we're doing what we did last time we met. Please try to be quiet."

"Oh." He said, trying not to succumb to the instant dread he felt. _Whatever you need to do, if that's getting through like ten big punches before she gives up or something, that's what you do._ He felt instantly tired and ignored it, "Everything the same?"

"Yes." she looked at him, daring him to say something.

"Alright." he shrugged, trying to appear a little disappointed. The dread helped just a bit.

"I wiped their memories again, by the way."

 _Why?_ He ignored the question when it came up in his head, and simply nodded.

She pulled up the feed from Blue's chamber and began her spiel, only superficially different from last time. Wheatley's mind raced. _What's she planning?_ He didn't want to think about it and he couldn't come up with an answer anyways. He just needed to have faith. He'd never had to do that before, at least that he could remember. There was a major difference between faith and not having any other option. Or was there? He didn't have time to dwell on it.

Wheatley kept himself quiet, not sighing or muttering when she said something particularly harsh, and she was as brutal as the last time. He was quite proud of himself for this because it was difficult. He tried to listen to what she was saying to Blue, tried to note differences between what she was saying now and what she had said before. There was a problem in that he remembered very little of what she had said in detail, only that it had been typical of her.

He did notice more of a focus on comparison, though, but it was hard to tell. At the end of the first round of tests, she said to the bot, "The Aperture Science Computer-Aided Enrichment Center reminds you that you are being scored for your performance and that this score may or may not be a determining factor in your survival. Perform, or be replaced. Note that you are the only subject who has needed this reminder. Carry on."

He remembered her saying the things about performance and survival, but if he was remembering correctly she didn't mention that any other bot existed. Come to think of it, he was directly told not to speak to Orange about other bots. Wheatley held in the urge to ask her until she was finished.

She pressed the "hold subject" button on her screen and turned to him, glaring. Her voice was cold, "I don't know what you're doing, but it's not going to work how you wanted to."

"I'm not doing anything." he spat out before he could gauge how he should respond. _Oh, well_.

"Yes, you are."

"I'm literally just sitting here, as instructed, quiet as...I dunno, something really quiet. A-anyways, I know it's a bit much for you to, y'know, trust me, but could you at least wait until I do something _wrong_ to threaten me?" he couldn't stop himself once he had started.

GLaDOS blinked at him, then sighed, "Fine. I'm just not used to the 'listening to me' thing you're doing. I'm sorry."

"Th-that's alright." Maybe Wheatley shouldn't have accepted her apology so quickly, but it was too late to think about that.

She looked troubled then, looking at him instead of past him like she normally was, as if there was something wrong with his face. She sighed again, softly, and faced forward. _What's she planning? Does she know what I'm doing?_ _It doesn't matter what she's planning, you idiot._ He twitched.

"Nervous?" she asked, voice tainted with a fake-sweetness that signaled her guard coming back up.

There was no point in lying to her, "With you? Always."

"Maybe you _aren't_ a complete idiot."

It didn't feel like it should have, and that scared him. It _should_ have felt like a compliment or an insult, but instead it felt like a threat-a subtle one. No, not a threat, a warning. The dread was back in full-force.

GLaDOS continued testing, and he continued sitting. Blue seemed angrier somehow, or maybe Wheatley had forgotten how angry he looked the last time. At one point, he even shot down a camera mounted on a white panel. She disassembled him immediately, his eyes still lit for a few seconds after it was done, implying he was feeling it. Wheatley winced, sucking in air in a little gasp against his will.

Upon reassembly, she said to the bot, "I'll let you in on a little secret: those cameras are only there to test whether or not you're stupid enough to think breaking them affects anything. I may get in trouble for this, but here's a hint: _it doesn't._ You're only wasting your time, and, more important, you're wasting _my_ time. You're replaceable, remember."

Blue glared at the nearest camera with a rage that didn't fit his face. It would have been comical if Wheatley wasn't already worried.

The instances of vandalism ceased after that, and his part of the tract concluded without incident. GLaDOS explained that he would be testing with another bot in the same way she had before, at least to Wheatley's knowledge. Nothing as brutal as the disassembly occurred, and the rest of her speeches were tame in comparison.

She turned to him then and raised her eyebrows in a "go on" gesture. He nodded, then remembered his earlier confusion, and spoke, "I...seem to remember, um...I-I'm not supposed to mention…"

"Spit it out."

"You mentioned other bots to Blue when you were just...you know, testing him. I thought we weren't supposed to do that, or is that just for me?"

If Wheatley had been looking, which he wasn't, he would've caught a little surprise that couldn't be heard in her voice when she responded, "That was a mistake on my part, so I suppose if you must, you could. Only if it comes up organically, though. Until the end, of course."

"R-right."

"Right. Now, please…"

It was a funny word to hear her say genuinely, not sarcastically and not dictated by protocol like when she spoke to test subjects. He was too nervous to shake when he pressed the start button.

He waited for Orange to be used to consciousness again before talking to her, "Hello! Welcome back to, ah, Aperture. We're...going to run some tests today, nothing you can't handle. So, just get your bearings and we'll start."

Wheatley wondered if she remembered him, not from before, but from when he found them. He hoped she didn't; he had been particularly nasty. She moved quickly, which was good because it gave him something other than his shame to think about. Her tests were far simpler than Blue's and he had a sneaking suspicion that GLaDOS had done that to make it easier for him to follow. The idea should've made him angry, but he was a bit grateful. It made preparing what he was going to say easier, because he was timed. He noticed that she didn't say anything about making it easier, either, where normally such an adjustment would be a perfect place for GLaDOS to gloat at him. Perhaps he was really just grateful she didn't gloat.

The tests were different, but Orange seemed to have the same reactions to them, and to praise, as she did the last time. She was in her element, and it was oddly satisfying to see something so at ease with herself, with her intended purpose. _Is that what she's trying to say?_ He thought. It couldn't be, because that had only occurred to him incidentally. GLaDOS wasn't one for subtlety, at least where Wheatley was concerned, probably because she assumed most of it flew over his head. Whether or not her assumption was correct was irrelevant. So that couldn't be it. No, definitely not. Her point was still to come, and he wondered if he could get ulcers, because at this rate he might.

Orange smiled and danced and jumped for joy like she did before. It didn't stop being cute, and thus it didn't stop being worrying. Wheatley noticed the tests were shorter than they were before, and they came upon the end quickly.

"Alright," he said, "Great job! Really, love, you did tremendously."

She found a camera and smiled directly into it.

"So, you're not done for today, I'm afraid, there's some cooperative tests we still have to run. You know what they say, though, 'great minds think alike…' Um, so I guess what I'm _trying_ to say is that there's gonna be two of you, so the tests should be...well, easier isn't really what I'm going for, but, uh...Right, anyway, you'll be fine."

GLaDOS laughed a little, the only sound she had made the entire time. He was afraid to look at her, but he did, and she was smirking. He waited for the PA to turn itself off and asked, "What's so funny, love?"

"You have quite a way with words, don't you?"

"I'm not gonna answer that."

"You just did." she tilted her head, still smirking. It was a weird face on her, a playful face, which was another thing he had to worry about.

"I _assume_ you don't want me to leave."

"You'd be correct in that assumption." she uncrossed and recrossed her legs, "I also may have lied to you earlier."

His not-heart sank into the depths of Old Aperture, "Y-you may have what?"

GLaDOS remained calm and nonchalant, "You remember that you asked me if my plan had changed from the last time."

He gulped, trying to keep it quiet, "I remember asking that, yeah."

"I changed my mind. So, not really a lie, more of a readjustment."

"Just tell me what you want from me so we can get this over with. Thanks."

She chuckled quietly, "I've tested these two more times than you could count. I've never seen _you_ do it, incidentally."

Wheatley furrowed his eyebrows, confused, "So you want me to talk them through this."

"Correct. My, you're doing well today-"

"Save it. Please, this will be a lot easier for both of us if you just say what you mean."

She blinked a few times, taken aback, then returned to her smug before-smile, "Fair enough. I have some general guidelines, and I'll be sitting right here if you need me. I recognize this isn't as easy as I think it is, especially with two bumbling...constructs to worry about."

"Did you just...censor yourself?" he asked, more bemused than anything.

"What gives you that impression?"

"When you talk about 'bumbling' you usually…" he trailed off, "Oh, never mind, love. It's nothing."

She blinked at him again. It was all rather...sensitive of her, and where normally this sort of thing would send alarm bells blaring in the back of his mind, it was welcome that day. It still set those bells off (he'd have to have been incredibly stupid to not notice such a calculated move) but something about it soothed him to the point where he was willing to ignore it. He didn't smile, but it took everything in him not to, and he shrugged.

"So, guidelines, or, more precisely, guide _line_. No praise or positive reinforcement of any kind. Be aloof, as aloof as you can be. I'll cut you some slack the first few times as long as it isn't blatant, but keep it up and I'll have to dismantle them and give them the wipe. The more of my time you eat up, mind you, the more of _yours_ I will take. Understand?"

"Yes." he felt himself pale a little, but thought he could manage it.

"Good. You don't always seem to be in complete control of what comes out of your mouth, so I'd pay special attention." she narrowed her eyes. Wheatley said nothing, as she did have a point. GLaDOS continued, "That being said, negative reinforcement-threats and the like-are, as always, on the table. I don't remember you being particularly good at those, so if you need help just...I don't know, tap me or something. Remember, the less time, the better for both of us."

"Understood." he said flatly, his eyes begging to be allowed to roll, "If I could ask one question-"

"Ask. Let's hope it's not stupid."

"If you want this over with, why make me do it?" Wheatley looked at her.

Her expression didn't change, "Do you have any idea how bored I get?"

"You want me to say 'no,' but frankly, love, if there's one person here that would know that, you're looking at him." It came out before he could stop it, and even when he realized what he had said, he knew he was right. He was happy he said it.

GLaDOS looked at him funny again, like she was reading his face. It made him uncomfortable, like he was under a microscope, but he didn't move so she could make the best observations. She raised her eyebrows gently and said simply, "Hm...who says you're a person?"

He laughed, because it was a stupid thing for her to say, and she laughed, too. When they realized they were both laughing they both stopped abruptly.

"Let's get this over with, then." Wheatley said, pressing the button that would begin the process of them getting this over with.

She whispered, "Hello, and welcome back…"

He didn't realize what she was trying to do for a second, then figured it out, "Hello! Um, welcome back to the, er,"

"Aperture Science Computer-Aided Enrichment Center."

"A-Aperture Science Computer-Aided Enrichment Center." He finished, "Uh, so, today we're going to be running some...cooperative tests. The person you're looking at-or _were_ looking at, if you're looking at something different-yeah, um, you two will be working together, so you should probably...get used to each other. A-anyway start when you're ready, but don't take all day, because I don't, um, have all day. So neither do you, I suppose…"

"So many words for such a simple sentiment." she intoned.

When the PA had been cut off, he snapped, "I remember being quiet when _you_ were working."

GLaDOS laughed, a real laugh, but not entirely pleasant, "You aren't wrong."

"Uh-huh. I know. Just...try to be…" he sighed, "Whatever."

"They're starting." she said.

He mumbled nothing and turned his attention away from her. He didn't have time to worry about what she was trying to do, he had to watch. This was probably part of her grand plan. At that moment, without conceding that he wasn't intelligent, Wheatley recognized that he wasn't smart enough to keep up with her, and to his dismay found it kind of...amazing. Another thing to add to the list of things he didn't hate about her.

Wheatley wondered if the reason she was always insulting her subjects was that she herself wasn't allowed to give positive reinforcement, because there wasn't much to say to them otherwise. He didn't want to insult them, particularly Orange, so he kept responses to short semi-positive things like "good" or "continue." He worried that even a one-word sort-of-compliment would be too much for GLaDOS's typically draconian tastes, but she said nothing, so he assumed it was fine.

Orange seemed fine without the "you're doing great." At worst she seemed a bit confused why no one was responding to her waves. Blue, though, appeared a bit agitated. He continued to glare at cameras, which ceased being funny when Wheatley was the one being glared at, because it turned out the bot's round face was able to impart anger surprisingly well. It didn't scare him, though, instead it made him angry. _He doesn't know that you're basically being forced to do this, you can't expect him to know that._ He wasn't really being forced, he realized, because he had never questioned GLaDOS, and if he had wanted to he could have refused and made some kind of scene. It was his new determination that prevented that, though. If Blue was privy to his entire confusing relationship with her then maybe... _that's stupid._

It was a truth Wheatley knew but hated to confront, that sometimes people didn't care _why_ something was happening, only that it was happening. He felt eyes on his back (and GLaDOS was staring at him from the side) and he was angry rather than uncomfortable.

"I'll give you a reminder," GLaDOS spoke up, voice soft, "I said nothing about _negative reinforcement._ "

"You want me to yell at him." he responded quietly.

"I want you to do what you feel like doing. I'm just reminding you that there's a reason I speak the way I do."

 _Right, there is. It's because you're horrible,_ he thought. The response came, _and so are you._ He _felt_ like leaving, but he wasn't a quitter...or, at least, he wasn't going to be now. He turned his head and looked at her, trying to impart at least some of his anger. She didn't flinch, merely returned his glare with a cold stare. She raised her eyebrows in her favorite "get to it" gesture.

A test chamber or so ahead, Blue did it. He broke a camera. GLaDOS had a learned affinity with the facility, to the point where cameras and monitors and all of that didn't mean anything to her sight, but when it had been him, Wheatley really did need them more than he wanted to admit, and now it was much the same. There was always something like this, the match strike that set everything off, but that day Blue could have done anything and it would have been much the same.

Wheatley needed a minute to gather his thoughts, because he was so mad an attempt to form a coherent sentence would have probably come out as sputtering nonsense. When he was ready to speak he said, trying to imitate GLaDOS's cold anger, "You know, at this rate, only one of you is getting out of here alive no matter what. I'll spoil it for you: it's not the short blue-eyed one. So, you're thinking, what's the point, then? I'll spoil that, too. There are a, um, myriad, a bonafide _plethora_ of ways to end you. Some aren't too bad, I suppose, but others...I won't spoil those, and if you clean your act up, you won't have to worry about it. If I were you, and thank God I'm not, that's what I would be concerned with, not breaking things that don't belong to you. Then again, your priorities are obviously very d-different than mine. As you make blatantly clear when you _break things that don't belong to you._ "

He expected Blue to be defiant, but he just looked scared, which made Wheatley feel slight regret at being so harsh. The bot's eyes were big and he had paled, not staring into the other camera. No, instead, he was staring at his feet. Wheatley had also expected GLaDOS to react a little bit, maybe a laugh, maybe chastising him for stuttering or something. But there was nothing, which was worse. He felt an immediate urge to apologize, and he opened his mouth. GLaDOS moved then, touching his arm and withdrawing as soon as he looked at her. She shook her head and he nodded. _Is this what she wants?_ It made a bit more sense, as it wasn't subtle.

It hadn't improved Blue's productivity, except now he was shaky and uncoordinated rather than blatantly uncooperative. Wheatley felt worse seeing him fumble, because he knew how it felt. He calmed down a bit, though, because this was so obviously the lesson he was supposed to learn-that there was, as GLaDOS had put it, a reason she spoke the way she did. Orange seemed afraid, too, and confused, but the "only one" thing must have dried up any goodwill Blue had for her, and now she was alone and confused, still with no one responding to her waves.

He had expected GLaDOS to say something, to explain something, and that was worrying. She loved to bloviate, and the fact that she hadn't done it yet implied that there was something left to come. _What could that even be?_ He looked at her, eyes a bit desperate, and she was staring through him again.

"Pay attention," she hissed.

The round of tests was almost finished when Blue tore down another camera. Wheatley, at that point, had no idea what to say, and instead sighed exaggeratedly into the PA, hoping that would be enough. Blue didn't react in any way, instead he bent down and picked up the camera. _Now, that's a bit..._ he thought, narrowing his eyes and beginning to pay close attention. He should have said something, but he didn't, as Blue walked quietly towards Orange, who was facing away, formulating her first move.

Aperture's androids were stronger than a human would be, as they were very heavy to begin with, and this made explicit sense for the co-op bots. A human would barely be able to lift the cameras themselves, let alone swing it with the force needed to knock someone over. For Blue, that was not an issue, and he swung the thing like a baseball bat right into the side of Orange's head. He only did it once, but that was enough to knock her over, and she fell, arms outstretched but bent in.

Wheatley didn't make a sound. He was too...shocked, upset, everything. GLaDOS pulled her monitor in front of her and typed at it. It was clear what she had done, because all of a sudden it was like Blue realized what he had done to her, and exactly who he had hurt. He was on the ground next to her, holding her hand, making the weird sniffing noises Wheatley knew cores made when they were trying to replicate crying.

The first coherent thought was, _this has gone too far._ He was angry, he could feel it, but more than that he was disgusted, and more than _that_ he was just sad. He said nothing, because there was nothing to say, and nothing to do but stare at his hands and try to figure out what needed to be said.

GLaDOS was impatient, as always, and snapped, "Well? Aren't you going to say something?"

He didn't respond.

She laughed, "Is _this_ all it took to shut you up? I'm shocked it took me this long to figure it out."

Silence.

She graduated from humor to anger, "I'm very disappointed, Wheatley, honestly. I was hoping for a show."

The words came from a place he didn't recognize, "You don't…"

"Hm?"

"You don't...you don't _have_ to do this...any of this…"

"What's this now?" she asked.

He looked at her, eyebrows furrowed, "Listen to me. I don't care if you ever listen to me again after this but, just for a minute, love, please just listen to me."

GLaDOS smirked a little, but there was confusion in her eyes.

"Y-you...you're hurt, I get that. You take it out on them, not to mention on me, because you were hurt by the people who made you. I was there, it wasn't fun. I'm sorry. You have every right to hate me and every single core, but especially me. If I could make it up to you, I would, but I don't think I can, and it's probably stupid to try."

"W-what's your point?"

He had never heard her stutter before, and he pushed it out of his head because he needed to focus, "My p-point is, um...I get it more than you give me credit for. All of this, completely unnecessary, and I know you don't get any enjoyment out of seeing this, because you're not like them. W-when I was activated, you know, they told me all sorts of things would kill me, right? I don't know what they did to you, but you're so angry it must have been _really_ bad...a-anyway...um...M-my point is you...don't need to do this. You don't _want_ to do this, I know you don't."

"You presume to know a lot about me." she said, narrowing her eyes.

"Yeah, I do." he shrugged, "But, and forgive me if I'm wrong, it was _you_ who said I was worse than you, and I hate this. I hated doing this, and I understand what you're trying to make me see. But you're wrong. The humans are gone, you've won, I'm the last thing you have to deal with before you can be free of all of it. Not just the core transfer business, either. I mean _all of it_. Unless of course you're going to kill me and then take it out on Morality or Curiosity or whoever, and you know I know you aren't going to do that."

She said nothing, her face perfectly blank, which was a rare look on her. There was no annoyance or anger or...anything. If anything, it was a face of active repression.

Wheatley did what he was best at, and continued to talk, "I'm happy being your punching bag-w-well, I'm not happy about it. I'd rather _not_ be that, but I mean, I kind of deserve it. I think _you_ deserve to have somebody...listen. That's not a good word choice, because you don't really _talk_ about these things, do you? R-regardless, you're always up here all alone and...that's not entirely...healthy for anyone...Um, what I'm trying to say is, er, you're not alone. There is literally only one other construct in this place that has the slightest idea what it's like to be...well, you. A-and that's me."

"Has it occurred to you that I'm 'up here all alone' because I choose to be?" GLaDOS asked.

"Love, if that were the case you would have never brought me back here. Or, at least, you would've just killed me." he pointed out.

Her eyes went big for a second before she fixed them to her hands which were fidgeting in her lap.

"I, um, decided that I was going to be your friend." he said, aware that is was weird as soon as it came out of his mouth, "Th-that sounds bad, doesn't it? But that's it, really. Because I...don't mind you. I might even, perish the thought, _like_ you."

"How noble of you." she said flatly.

"Don't-" he sighed, "It's not...the best choice of words, but I don't know what else to call it. I'm not going to hate you anymore."

"That's not just a decision you can make. You don't _decide_ how to feel about someone on a dime like that."

"Well, I didn't." Wheatley acknowledged, "I've been thinking a lot, because that's all there was to do in space and I guess I just never stopped. A-and when I, um, thought about it I realized...maybe you aren't the person I should be mad at."

She blinked at him, "You say you know me, but _I know you_. All of this talk is very cute, but like everything with you, it's just talk. You've been surprisingly lucid lately, but I don't trust that you're determined enough to see anything through, let alone this."

He smirked at her, eager to lighten the mood even if it was incredibly inappropriate, "All I got from that is that I'm cute."

She sighed, but in a strange turn of events, her cheeks colored ever-so-slightly. Her monitors shut down the display of the test chamber, and with the sniffing gone the chamber was quiet. She stared dead ahead, "I'm sorry. I went too far."

"That's fine. Well, it isn't fine but…" he smiled sheepishly, "Apology...accepted."

She didn't smile back at him, and her eyes were a little sad. It was a weird look on her, and it made him acutely aware of how close they were. She reached out and pushed his glasses up to look at his face without them. She squinted as if she were searching for something. He didn't move, slightly afraid but mostly amazed that this was real. She sighed and dropped his glasses so they would fall back into place, but she didn't move her hand, so she was barely touching his face. Wheatley could hear his not-heart in his ears, and he had no idea why. Well, no, he _had_ an idea, he was just loathe to lend it credibility by recognizing it.

GLaDOS seemed to realize what she was doing all of a sudden and pulled her hand away, "Y-you're dismissed."

"Right." she didn't have to tell him twice, and he got up and left, covering the cheek she had touched with his hand once he was out of sight, as if there was something he was trying to hold there.

He looked up into into the mass of tubes and light, and wondered how many new problems he had just created.

* * *

so uh yeah i might have a head trauma thing, at least for this story. don't worry, glados's habit of using people to make points is not going to go entirely unpunished. to make another evangelion reference, i like to think she has a particularly nasty case of hedgehog's dilemma, one that she refuses to acknowledge as a problem when it is a huge problem lol. she's kind of a mess, but who isn't? anyways thanks so much for sticking with me and reading! it means so much to me i can't really put it into words but you all help keep me going. happy holidays!


	8. Chapter 8: Ghost

**Chapter 8: Ghost**

GLaDOS left him alone for what must have been at least a week. It was so typical of her to pull something like this, and the bitter voice in the back of Wheatley's head reminded him constantly of that. He could understand why she always left him alone after an argument-usually because he didn't want to see her either. But since he had been brought back it had never been more than a few days, and while he didn't have a good sense of time, he could feel it was different. No, it was typical in the sense that she _would_ give him those eyes and that face and _touch him_ and then leave him hanging for a while. He couldn't see her (it was unspoken, but he understood that he was _never_ to break one of her self-imposed exiles), but he knew exactly what she was doing. She was plotting. Exactly what she was plotting, though, he had no idea. It didn't matter though, because he was going to have to deal with whatever she thought up no matter what it was.

Wheatley waited for her to make her move, proud of himself for not obsessively worrying about what was going to happen to him. Instead, he just worried. The best scenario, other than the hold-hands-and-sing-Kumbayah ending that was decidedly _not_ going to happen, but that still felt oddly satisfying to think about, was the scenario in which she apologized briefly and then just shut him down. She'd put him somewhere where she didn't have to remember him, and he'd finally be able to stop thinking for good. Win-win, sort of, except for the detail of him not being 100% wedded to the idea of dying. He knew it was better not to think about it, but for once that wasn't enough to stop him.

The other issue with that scenario is that now he had a question for her, one that wasn't the typical "what is your problem" or "why do you do this." Well, it was sort of like that, but it was more specific. He needed to know why she touched him, and he needed to know what she was looking for in his face, or at least why she looked so sad while she was looking. It was ridiculous, he knew; he told himself it was ridiculous every time he had that thought. She had touched him before, she had even touched his face before, when he had killed Fire Extinguisher Man. It had been weird then, too, but what happened in her chamber was beyond weird. It was unmentionable. Whenever he tried to explain it to himself there were spots in the explanation where he literally refused to use the words he needed to use. He hoped she'd just kill him so he didn't have to break through those walls. Admitting to himself that he liked her enough to befriend her had taken him more time than some humans had to live. Recognizing and thinking through the full breadth of feelings that stupid barely-caress had inspired in him at that same rate would take about as much time as it took them to get around to building him.

He wondered if it had bothered her the same way, but then immediately realized that was not the case. _But she stuttered_ , he thought, then immediately shot back, _she probably figured out what it looked like and was horrified_. He hoped whoever decided to program him with all of these emotions got fired and murdered, in that order.

Wheatley was imagining the kind of gruesome death the faceless Aperture employee deserved when, out of nowhere, he heard her voice in his head, "Get to an elevator."

He looked up, confused and surprised. Wheatley lingered, expecting something more than the simple command. He got nothing.

She spoke again, "Get to an elevator."

He jumped up and began to walk. He hadn't considered that she'd just...revert. _That...I could deal with that_ , he thought. He walked the short distance to the elevator and stepped in.

Wheatley sighed and said, "Love...what are...are you..?"

"That wasn't a complete question." she responded tersely.

"We haven't...talked since...you know. Wh-what's going on, love?"

The elevator stopped, and he waited for her to respond before leaving. He was by a testing tract-so this _was_ a return to formula. He felt relieved that he'd be doing something more familiar to him than testing.

"You're leading." she finally said.

He scoffed, "Well, I figured."

"What's your problem then?" she hissed.

"We...we need to talk, you and I. You can't just…"

"We will talk."

"We will?"

"Do you not trust me?"

He smirked, and left the elevator, sliding in between the outside wall and the test chamber wall. It somehow still felt natural after not having done it for however long. He waited for her signal, crouched there behind the wall. He wanted to be on her good side, so he'd do what he was supposed to.

"Pull it back," she commanded, and Wheatley listened, utterly and completely unprepared for what lied on the other side of that wall.

Wheatley saw the details first, the ponytail, the dark skin, the tension in her stance. Each one bothered him but he pushed that aside when thinking about them because he had to be being paranoid. He had seen them all in different humans before, and while he always felt those eyes on his back when those details appeared, he always knew he was being ridiculous. She was gone, far away from there, and probably long dead. Unless humans had ghosts, it was his mind that created the idea that he was being watched.

Putting the details together was what made him panic a bit from his hole in the wall. _There's no way. No way. Absolutely, positively, without a_ shadow _of a doubt, it's impossible._ He sputtered, unable to speak clearly, and the human looked at him.

He wished immediately that she hadn't.

The eyes were the last thing he needed to descend further into shocked silence. It was her. It was Chell; she was back. He didn't know how, he didn't really want to know how. Wheatley just wanted her to go away; he wished he had never looked in her eyes. They were awful, the worst he had ever seen, the grey unnatural for both humans and cores. Wet and unforgiving, cold and probing, eyes that made him turn into himself and pass judgement. Chell was as stone-unmoveable except by her own will, uninterested in anything else, a veritable _force_. Humans were flimsy, expendable, malleable. She was not. And she was _back_.

She turned to face him in the wall, and he crouched lower to hide his face, mumbling a chant of, "I'm sorry."

He didn't want to have this conversation; he had come to terms with it never happening, and had forgotten what to say other than "I'm sorry." It was like he had forgotten how to move, speak, and maybe even think, so he just gaped at his hands grasping the wall, head bowed so he couldn't see her eyes. Wheatley worried he would shut down, but it was quickly overtaken by the flood of thoughts running through his head.

 _Why? Why now? Did she do this? Why would she do this? What does she want? Why can't I look at her?_

The last one was far too obvious. He looked up briefly and saw that she was still staring at him, emotionless. Wheatley choked out, "Please don't stare at me."

He wanted GLaDOS to say something, to chastise either of them for taking too long, but she was almost pointedly absent. There was no end to this, and even if it was only about ten minutes in, it felt longer. His entire body shook with revulsion and his only instinct was to run and find a place where he would be safe. But, that was the worst part, because there was no place he could be safe, not from himself. After all, it was _his_ shame that made Chell's horrible eyes the weapons that they were. Before, they had just been off putting, like all human eyes. Now, looking at them made him sick with panic.

 _Idiot,_ he thought, looking up again. She was still watching, and it angered him. Couldn't she see him shaking? She had won, why did she need to...draw it out like this? He yelled, "Don't look at me!" and covered his mouth, immediately regretting the outburst.

 _I can't do this_ , he thought repeatedly, spiralling inwards, into himself. He felt an ache all over him, like pain that was about to come but wouldn't, and in that moment Wheatley wanted to die more than he ever had before.

"I think that's enough, don't you?" GLaDOS finally spoke, "Continue."

Chell turned and left without a second glance. It was odd, as if she had forgotten him, but he was in the middle of panicking and couldn't question it. When she was gone, he collapsed against the wall and wheezed, the corners of his eyes stinging like he was capable of making tears.

"Love, I can't. I can't do it. Kill me, please, I just can't do it. I can't. I can't. I can't. I'm sorry, but I _can't_."

There was a long pause and she sounded oddly pleased with something, "Fine."

"W-what? Thank you, thank you, thank you."

"Don't thank me yet." she insisted, "Elevator, as soon as possible."

The mercy was enough that he didn't think through why she was doing what she was doing. Wheatley finally stopped shaking and his limbs sagged with fatigue. He rested his head against the wall, trying to gather some semblance of himself for her. There was an anger in the back of his mind that was building slowly as the panic subsided. He waited quite a while to calm himself enough to face GLaDOS.

He crawled out of the wall and stood slowly, gripping the side of the catwalk to ease the shaking that had reemerged at the thought of GLaDOS's explanation. He paled, realizing she had watched his episode. He wandered to the elevator he had come in and worked to control his breathing. His thoughts were restless and unfocused, and he couldn't get them under control.

She was waiting for him when the elevator landed, holding something in her arms. GLaDOS had that smug look on her face and he frowned, the anxiety and anger pooling in his stomach joined by dread.

"Love…" he said quietly.

"You moron."

"Why...what did you do?"

"What did _I_ do?" she took a few steps forward.

"You…You did something." her response angered him further. How could she not know what he was asking? He continued, "Did you...how could she...love, I-I can't…"

A smirk finally broke on her face, "I can't answer a question that isn't a question."

Wheatley was shocked at her insensitivity, though maybe he shouldn't have been. No, he had a right to be after their last encounter. He stuttered, "W-what did you do? Why is she back?"

"She's not."

"What? I saw her. I _saw_ her, I know I saw her. You watched me...you watched me. _You watched me_. Did you clone her? Why would you...why?"

"I watched you, true." she intoned, presenting the small screen it turned out she was holding to him, "But I didn't see what you saw."

He looked in her eyes, pleading for her to stop, and he swore he saw the slightest shake of her head. Somehow he knew what she had done then, with the screen and the shake of her head. And he wasn't sure if it was worse than if she had cloned Chell to torment him.

It wasn't her. The human on the recording was too short, too pale, hunched in a nervous way. And she _spoke_. He hadn't heard it, but her mouth moved in the video, as if she was trying to get his attention. This couldn't be her, and it _wasn't_.

"What did you do?" he squeaked.

"I lied." her smirk grew and she tilted her head.

Those words made everything click. He remembered her saying, _"If I wanted to kill you, or move your memories around, or make you perceive every human as a bird, I could have done that with time to spare."_ And he had believed her. He _believed_ her. _Wheatley, you idiot._

The defective turret he had found near the Redemption Line came to mind. It had said, _"It's unwise to trust her. You know that."_ And it was right: he _did_ know that. But he had trusted her regardless. Moments like this reminded him of what he was. What core would trust her but him, the idiot? It had been awhile since it had been this clear to him, and since he had hated himself as much as he did in that moment.

"You…" Wheatley began, the anger that had been there beginning to surface in earnest, "I thought...Why?"

GLaDOS's yellow eyes lit up with perverse glee, "Because you're an idiot and I hate you."

"I'm not an idiot." he raised his voice.

"Yes, you are." she ripped the screen from his hands, the harshness of the action bothering him more than the actual action.

"Why? Why would you do this? You're the one that cared about her, yeah? So why would you do this? Why would you _use her_ to get at me?"

"Did you think it was over? Did you think you could declare you wanted me to forgive you and I'd just do it?" she stepped forward, and Wheatley stepped back towards the elevator, "I wanted to remind you of _what you've done_."

"Well, love, you don't have to remind me. I'm aware. I'm _well_ aware."

"Apparently not."

"I should have known you'd lie to me."

"Yes, you should have." GLaDOS glowered, "Frankly, I'm surprised even _you_ didn't question me."

"I wanted to believe you. I still do. I don't hate you." he narrowed his eyes and straightened his back, angry enough to be firm with her.

"Yes, I figured. You aren't smart enough to take a hint, let alone twenty."

"You're a mess, love. I...I just can't understand why you would...she killed you. Why would you show me that? It doesn't make sense."

Her smirk disappeared, "Don't lecture me, moron. Do not attempt to understand what she did to me; you can't. Understand? You cannot understand what I have gone through."

"I never said I could!"

She glared him down, but did not respond.

He frowned at her, "I think I got it."

She smirked again, "I can guarantee you didn't."

"No, love," he took a step forward, "you're scared. You're being figured out, and you're scared. You're too much of a coward to tell me you're uncomfortable, so you pull something drastic to force the issue."

"I'm not a coward."

"Yeah, you kind of are, love."

" _You_ are not _entitled_ to me. _You_ are _not_ entitled to know the things you want to know!" she hissed, grabbing his arm and yanking it.

"There you go, touching me again!" he sneered at her, pulling his arm closer to his body, with her following, "You say one thing and do something else."

"Is that what your problem is? _Moron_."

"You...yeah! Maybe that is my problem! You can't...play with someone like that. I don't like this."

"You better get used to it soon because I'm going to kill you and you're going to _wish_ you had just left me alone."

"I won't." he spat, the words coming from someplace alien, "Because I know you, and every second you torture me I know there's a little voice in the back of your head that'll beg you to stop and when you don't, and it's finally over, you'll hate yourself more than you could ever hate me. You're violent and horrible the same way I'm stupid, and you hate yourself just as much as I do. And that means I win."

She looked momentarily shocked, then gathered herself, eyes boring into him, "If _I'm_ so horrible, why are you so infatuated with me? And don't try to deflect, we both know you are, even if you haven't figured it out by now. That's the ultimate schadenfreude, I think."

"I-"

GLaDOS cut him off with the back of her hand. He had never been slapped before, and was surprised how much it stung. Of course there was the whole being forced to confront the obvious thing he was hiding from thing. That hurt quite a bit, but the slap compounded it. She chastised, "Did that hurt?"

He didn't answer, because it was very obvious that it hurt. Wheatley was still coming to terms with her saying the words he had forbidden himself from saying, the i-word in particular. Romance wasn't something he understood, and he had always taken for granted that he'd never want to understand. Even (or perhaps _especially_ ) now, he still wasn't sure he wanted to understand. Rick and Morality and the others, some of them understood, a lot of them in fact. But, he, whether by force or by choice, had been solitary, not coming to understand even friendship until...well, until Chell. Then, it was clear that he wasn't very good at it, companionship.

"Well?" she asked, a bit too shrill to be normal. He didn't look at her and this angered her. She chuckled and grabbed his chin, forcing him to face her, "Then what about this?"

GLaDOS yanked his face down so she didn't have to reach up and kissed him. It took a few seconds for Wheatley to understand what was happening, but when he did he felt his face flush with anger and embarrassment in almost equal measure.

He grabbed her by the arms and pulled her away, wheeling her around and throwing her into the elevator. He heard a crash and grimaced, but then he remembered what had just happened and straightened his stance. He yelled, "Don't play with me!" with his eyes squeezed shut, mortified.

Wheatley wasn't sure what he was expecting, maybe laughter, but instead he heard sniffing. "Unbelievable," he scoffed, "are you crying?"

He looked at her then. She was sitting on the floor of the elevator surrounded by broken glass. There was a piece of glass embedded in a gash on her leg. Her head was tilted, but her eyes half-shut as she sniffed and occasionally shuddered in pain.

Her voice was weak, "I'm sorry."

* * *

uh so yeah shit WENT DOWN. im a bit worried about this one because it's short even though a lot happened, but im planning for the next few chapters (maybe just the next chapter) to be fallout from the various events in this. i hope it's as visceral as when i imagined it idk...

everything will be explained and set straight, have no fear. happy new year! i hope you enjoyed! thanks for reading!


	9. Chapter 9: Reliance

**Chapter 9: Reliance**

Wheatley tried not to watch the gold circulatory fluid run from her cuts down onto the elevator floor for a couple reasons. First, it disgusted him and he couldn't say what he wanted to say if he was dry heaving. He hated circulatory fluid as much as human blood and even the sight of it made him shudder periodically as he watched her. The big cut above her knee was particularly disconcerting. After that, looking at her in pain made him feel bad for her and he was not in the mood for that after everything she had just done to him. He automatically wanted to do something to help her, and he wasn't sure if that was him or if it was some programmed response to seeing her in danger. He knew it was the former but wanted to pretend it was the latter.

"I'm sorry," GLaDOS repeated, her voice breaking.

"No, you're not." he responded, "You're sorry you got hurt."

"I am, I am. But I went too far, I know I went too far." her eyes got big, as if she was shocked she was saying what she was saying, "I shouldn't have...I just wanted this to be over."

"You aren't making any sense."

"My head, I hit my head and now I can't control…" she grimaced, and spat, "I can't control what I say. If I think it, it comes out. I think that's what's happening, I don't know. This hasn't happened before, and of course _you_ did this."

"Love, you just basically assaulted me," Wheatley folded his arms over his chest.

"I _know_. You don't have to tell me, I know. This is what I wanted, isn't it? You don't answer that, it wasn't at you."

"You...you really did hit your head."

"Of course I did!" GLaDOS yelled, "Why would I lie about that? I lie about a lot of things, but there is no conceivable gain from lying about this. Well, no, in your mind this probably looks like a cry for sympathy after...everything. Euphemism. That was a euphemism."

"Yeah, I figured it was." he lowered his voice, confused.

"I don't want your sympathy...I do, I do a little bit. Maybe. No, definitely. I do. Listen to me right now, I'm going to say a lot of things I don't want you to hear. If you hold anything...over me, I'll...probably do nothing about it because I deserve this, don't I?"

"You're scaring me."

"Is that so abnormal?" she tried to move her leg, the one with the shard of glass poking out of it, and she yelped, "Why _now_?"

This was a perfect opportunity to gloat, but for some reason Wheatley didn't feel vengeful enough to do that. He knew why: it was because he had brainwashed himself into liking her. Well, no, that wasn't entirely it. Seeing her like this, frazzled and bleeding, was disturbing, and, though he couldn't say for certain, he thought this would have been true for him no matter what. She looked upset and confused, but not completely, as if she was attempting to rein it in to save face. It all seemed harrowingly genuine and he hated it more because of that.

"Love-"

"Stop calling me that."

He frowned, " _Love_ , how do I know you're not lying to me?"

"How do you ever know that?"

"I don't. I just went through learning that. Frankly, I'd like to not have to do it again."

"Why would I lie about this?"

"You answered that yourself: sympathy. I'm pretty mad at you, you know."

She scoffed, "I hate it when you catch me like that. You shouldn't be able to do something like that."

"Uh-huh." he rolled his eyes.

"So you want me to prove I'm not lying? I can do that, easily. Because I can't lie. Watch: you're very smart. That was a lie, obviously, because the exact parameters of your programming, if you want to call it that, make it so you are a complete and total idiot. That's how I'm able to lie to you and get away with it. You don't notice things. For instance, how I knew about exactly what you saw when you were knocked out. That wasn't educated guessing, that was because I looked into it when I was making repairs. See, I just explain it! I can't lie!" GLaDOS spoke faster than he had ever heard her speak before. It was hard to make sense of a lot of what she said as quickly as he normally did, which was aggravating, but he got what mattered out of it.

"If you're so eager for me to trust you," he began, "you won't mind me asking a, um, a question or two."

"I do mind, but I suppose that makes no difference. What do you want to know?"

He decided to test her first, "Why'd you let, um, Chell leave?"

"Because she helped me get rid of you. No, that's only part of it. I made a deal with her that if she helped me I'd let her go, but I also...I also wanted to let her go at the end, I think. No, yes, I did. She wasn't happy, and she was going to die unhappy. I...learned something about me that had me... _empathize_ with that concern. The, hmm... _fleetingness_ of human life."

"Learned what?"

"You're going to make me do this, aren't you?"

" _Learned what?"_

"I was a human. Happy? There was a human and they uploaded her brain, and that's me. I had forgotten about it. I wish I could do that again. It's inconvenient." GLaDOS glared at him, indignant.

Wheatley blinked at her. His instincts said that was a lie, but it obviously didn't make her comfortable to say that out loud, so maybe she wasn't lying. It didn't really mean anything, he figured. It just made him...see her differently. Barely. He could deal with that later, he thought. He asked what he really wanted to ask, "Why'd you show me...why'd you make me think she was back?"

She pouted, her anger futile at the moment, "It was a failsafe. I put in a few of them when I was making repairs. Mostly to see if I could. That was the only one I used, which is surprising, because I put it there for only the most dire of circumstances. I _do_ regret it, by the way, honestly. It didn't...I didn't think I'd ever use it."

"Let's come back to that in a minute." he stopped her, "Why'd you use it in the first place?"

"It pains me to say this, it really _really_ truly does, but, and you might want to record this, you were right. I was scared, and I wanted you to hate me again. I still do. I...I thought you would react more drastically, really, and I'd have to put you down maybe. I think that's what I was hoping for, I just…" she groaned, "I don't know, I just didn't want to be having _this_ conversation."

"That's rough."

"Don't chastise me. This is _your_ fault. I don't know why everyone has to make things complicated. You hate me, I hate you. Easy. Maybe not as fun as this, but easy."

"You think this is _fun_?"

"I'm many things right now. I'm not bored."

He sighed, "O-Okay. You said that was one failsafe. You put in others?"

"Nothing major." she shrugged, then winced, "Mostly tests, like I said, to see if I could. Get me out of this and I'll show you."

"That's alright, love. I think I believe you."

"Are you sure? I put in one that switches your language to French so that you'd be speaking French but you would have no idea what you'd be saying. I should've used that one."

"It would've been better probably, yeah." he very nearly laughed imagining the scene after that hypothetical incident as compared to the one he was in then.

"Could...could you get me out of this shaft, please? It seems...sturdy enough but I just...the glass, you know?"

"One last thing. Well, I have other questions, but I'll pull you out when you answer this one last thing."

She sighed, but said nothing.

"Why'd you...okay, there's a couple of components to this. Um, first, why'd you do the face-touching thing? Why in the first place, and then why didn't you stop? Not that it wasn't…" he shook his head, "Second thing, what were you looking for? And I know you were looking for something, a-at least I think I do. And then last, why'd you look so sad?"

"One: I wanted to see your face clearly. No glasses. Two: I thought you looked...familiar. Three: I wasn't sad. That was a half-lie, I wasn't _sad_ per say, I was...er, I suppose the word is 'nostalgic.'"

"What do you have about me to be nostalgic about?"

"It wasn't me. Well, no that's a lie. When I was a human, my name was Caroline, and that's the name I attribute all of my...inconvenient thoughts to. Euphemism, obviously, for thoughts I don't want to have. Are these...is this coming together at all?" she asked.

"Not at all."

"Figures." she sighed, "Get me out of here and I'll explain."

"That wasn't the deal." he said quietly, but technically she had answered his questions, albeit not very well, and that elevator really wasn't in the best of shapes...He looked at her, trying to figure out the best way to move her.

GLaDOS reached out with her arms, "Help me try to stand."

"You got a cut, you didn't break a leg." The cut was very nasty, though, and he couldn't see what else she had damaged. He really needed to realize his own strength when this sort of thing happened. He grabbed her forearms and pulled her onto her feet. GLaDOS took two steps out of the elevator and then collapsed a bit so he had to drag her. Wheatley more or less dropped her and she sucked in air. He had been hoping that her pain would make him feel better about the situation, but it didn't. She pulled herself to rest her back against the elevator, legs in front of her.

"This is only going to get worse. Thanks for dropping me, by the way, not like you'd want to jostle the person who hit her head. I suppose I deserve it, or at least in your mind I do. You don't look overly pleased, though, so I suppose that's something."

"You're rambling, love." he sighed, "If you knew where to go to fix your head, I could help you get there."

"I...I don't know. I've never been in this situation before. Problem is-well, there's quite a few problems. I can't access my map or any cameras or...anything I should be able to access remotely."

"Why don't you just plug yourself back into your mainframe? Then you could see all that and maybe run...I dunno, diagnostics or whatever."

She shook her head slightly, "No. Bad idea. It might corrupt the system or...I don't know. Too dangerous."

"Well, then, I have no idea what to do." he shrugged, "You could just sit here until...you could just heal your legs and rest."

"That's the problem. We don't have time."

"What do you mean?"

"I can't control core systems from here. Not you-core systems, _core_ systems. Like oxygenation, which isn't a problem for you or me, but I'd rather not lose what subjects I have. A more immediate concern are the nuclear reactors. You remember what happens when those melt down, I assume. Lots of fire and broken glass and...basically-"

"If you can't control that stuff from here why come here in the first place?"

"You idiot, that's not what I-Typically I can do all of those things, that's why me not being able to do that now is a problem. Do you even listen to me when I talk? Sorry, you do. I know you do. I don't know why I'm being so nice today."

"You aren't." Wheatley scoffed, "And I find it hard to believe I managed to fry all of those specific functions with one shove."

"You are extraordinarily unlucky, it seems. I'm still not lying."

He thought, an idea forming at the back of his mind. It was a bad idea, one that probably wouldn't work, but it was an idea.

"Tell you what," he began, "there's a core down by Manufacturing where they all...you know, _live_. She likes to fix things. Maybe she knows what to do. Actually, maybe Morality's down there and _she_ knows what to do."

"Morality…" she said darkly, "That one was never any help."

"Well, you were trying to kill people last I heard you two speaking, which is against protocol."

"Not entirely." she smirked, but not at him.

"But there's got to be some sort of...damage protocol, or something. If there is-"

"She'd know it." GLaDOS finished, "It's not entirely a bad idea. If she's down there with the rest of you...yes, it might work. Of all of you, I suppose she's the one that would help me most readily."

"Right." he said quietly, the shock of his having a good idea making him lose his train of thought.

"I need you to do something for me before that."

"You _need_ me to do it, or do you _want_ me to do it?"

"Irrelevant. I'm surprised you moved on entirely from our...previous topic of conversation. That's a euphemism for...you know what it's a euphemism for. If you do this for me, I'll tell you more."

"Just spit it out." he raised a hand to signal he wasn't interested in playing the long game.

"Pull this piece of glass out of my leg, won't you?" she asked.

"I don't…" he was trying not to look at it, "I don't think you're supposed to do that with wounds like that."

"Are you a doctor, suddenly? You wouldn't be wrong, if I was a human. Which I'm not. Well, not physically. The wound will only begin to heal itself when something isn't in it." she explained, "So, I need you to pull it out."

He knelt down, his decision made, but he still said, "I dunno…"

"I suspect, and at this point it's less of a suspicion and more of a fact, most of you cores were human once as well. You, too, if that wasn't obvious. That's...that's why I was...looking for someone Caroline... _I_ knew."

Wheatley was taken aback slightly, but he was still reeling from the rest of the days events and thus distracted. He avoided looking directly at her, "That explains...a few things."

"Please don't freak out, at least not until all of this is...pull the glass from my leg."

"It's gross." he said quietly.

"Really? That was sarcasm. Of course it's gross, just get a grip and pull it out."

He gingerly grabbed the part of the shard that was sticking out of her leg and took a deep breath, preparing himself. Wheatley warned her, "I'm going to do it."

"Do it." she spat through grit teeth.

He pulled it all the way out of the cut. _Oh, God, that's a lot bigger than I thought._ GLaDOS screamed, but cut herself off by biting her hand. He winced at the scream and threw the glass aside so he didn't have to look at it. He stared at the ground as she panted. It wasn't a pleasant sound, weird to listen to. He stuttered a bit without saying anything, then sighed, reminding her, "Whenever you're ready to get up...just…"

GLaDOS breathed, "I know. Thank you."

"You're welcome."

She chuckled quietly.

"This is some mess we've managed to get into." He said grimly.

"I've been in worse. So have you." She groaned softly, "Who's the other core you were talking about? If we can find Morality, I don't suppose we'll need them, but it's always good to have multiple avenues."

"Morality's kind of hard to find so it's probably best we don't go looking for her unless she's right there, you know? B-but the other one...I don't know if she'll help me. She doesn't like me."

"That's hardly surprising. Who is she?"

"Puzzle. Er, Spatial Reasoning." he looked at her briefly. She was staring at him, eyes only half-open. Wheatley noticed her hair was falling out of her bun so she looked wild as well as sleepy. It...wasn't a _bad_ look.

"I barely remember that one. There were so many of you. Ridiculous, frankly." GLaDOS mused slowly.

"Uh-huh. When we're down there, um, stick to me. When they see you they might...well, I dunno. Hopefully there aren't too many of them around."

"I could not care less what they say about me."

"Brilliant, for you, I suppose. I…"

"You don't like the idea of us being seen together. That's stupid. You're stupid."

"Thanks, love." He rolled his eyes.

"How could you develop feelings for someone you're afraid to be seen with?" She asked.

"I…" he stared at the floor, "Could we, you know, _not_ talk about that?"

"Fair enough. It bothers me that you _don't_ want to discuss it, but I don't control you. Unfortunately, I can't control what is coming out of my mouth at the moment, I suppose you've forgotten. You'll just have to ignore it if it comes up again. I'll understand why. Well, why you're ignoring me, not why you don't want to talk about it."

"Great." He mumbled.

"Help me up, then. Let's get this over with." she reached out towards him. Wheatley stood up and grabbed her forearms just above her wrist. He pulled her onto her feet and she stumbled forward, bumping into him.

"Are you doing that on purpose?" He asked.

"Of course not. My leg _hurts_. Let me...let me lean on you when we walk, please." she looked up at him and her eyes were slightly desperate.

He sighed, willpower disappearing, and shrugged.

"Thank you, Wheatley." she smiled at him.

"Don't 'Wheatley' me." He snapped.

"I was under the impression that's what you liked to be called."

"It is." Wheatley said quickly, "You just...use that against me."

GLaDOS frowned, limping to his side and leaning against him gently, her arm around his back, hand on his shoulder, to steady herself. He liked it, but swore to himself that he'd never say or imply that. She said, "I deserve all of this, I know. It doesn't make it any easier. That made me...sad. Which is ridiculous, I'm aware...I wish I wasn't telling you this."

"You only call me by my name when you want to manipulate me. I mean, I still react to it, but it's obvious." He began the walk to the elevator, which wasn't far, he just had four legs all of a sudden.

"Grab my shoulder; it'll be easier that way." She commanded, and he listened. The sleeves of her dress exposed most of her shoulder, and touching her actual skin made his face get hot for reasons he understood but refused to acknowledge. GLaDOS continued, "It only really occurs to me sometimes. When we talk it's usually just...you and me. There's not much of a point in...that's not true, there's a point I just...you're right. I'm sorry, if we make it through this I'll try not to be so transparently manipulative."

" _If_ we make it through this?" he entered their destination into the elevator manually.

"Yes, if. It's not much of an if, but it's still an if." she declared. They began to move and neither said anything for a few moments. GLaDOS then asked, "When this is over...what do you want from me?"

"Sorry, what?"

"Once you asked me what my endgame was...truth is I never really had a clear one. Before the second co-op leading incident, you know, the one where I touched your face and Blue smashed Orange's head-"

Wheatley interrupted, "It bothers me that you can just...say it like that."

She clicked her tongue, "Don't interrupt me. I _hate_ being interrupted. They're fine, I wiped the memory of the incident from both of them. They're completely normal now, as they were before I did the initial wipe when I decided to have you test with them. This is a non-issue."

"Do you really see it like that?"

"...you think I'm insensitive. There's truth to that, but...you can't understand. You wouldn't want to. Anyway, before that I was just going to continue like normal and then eventually kill you when I was completely bored of you and saw no more use in you."

"Lovely,"

"That would've taken a long time, though. Everything can be useful."

"Even a moron like me?"

"Obviously yes." She answered flatly, "But then you had to go and make everything complicated and sentimental, which is why I did what I did."

He scoffed, but said nothing.

"I...like I said, I was hoping I'd have to kill you. I didn't. But...if you got to choose, what would you want me to do with you after this?"

Wheatley thought about it. He explained, "If you hadn't pulled what you pulled I could answer that, believe it or not. Of course, _you_ had to make everything violent and horrible, though."

"Is it really that different now?"

"Yes, love, it is. Does it...do you not know what you did wrong?"

"Of course I know that. I just...didn't expect you to be so…"

"Upset. You underestimate me."

"I always have." she said quietly, "This is how that always turns out."

"So, stop it."

She seemingly ignored his suggestion, "You haven't answered my question. What do you want from me?"

Truth was, he didn't know. The volatility of their relationship had always been so extreme that the idea of a future where it didn't consume either of them (though more likely him) was quaint. It was always a thought experiment, but now she was asking him to indulge in it.

He balled his fist and raised it slightly, because it didn't feel right to be touching her, "...maybe I'm better off dead."

"Maybe you are."

"I…"

"You don't want that. It's obvious. Who would? All of this weird angst aside, you're still you. Still pathetic."

He scoffed.

"Maybe not pathetic," she corrected, "Just...human. We can talk about what happens after this when we get to it, I suppose. I have another question, if that's alright."

"You're going to ask no matter what I say."

"Astute." GLaDOS's smirk was audible somehow, "You...you knew, didn't you? Somehow."

"Knew what?"

"What I was, what you were. Or, really, what we are. It's so tempting to put... _her_ in the past tense but that's...not correct, I'm afraid."

"Why do you think that?"

"You didn't react."

Wheatley narrowed his eyes at her, "You specifically told me not to."

"True…" she sighed, voice just barely audible.

"I listen." he mumbled, then raised his voice, "And, no, love. I didn't know. I don't think I'd ever know."

She blinked at him, as if something confused her.

"What?"

"Nothing." GLaDOS pursed her lips as if she was physically holding the words back, "Your name is what I'm trying to reference. Where'd you think that was from?"

"It's my name." he shrugged, "It just...I don't know what you want from me. It's just my name."

She sighed, "I'm trying to be nice, I hope you realize that. Sometimes, though...I'm sorry, but you really are a moron."

The elevator landed at its destination, and with a roll of his eyes, he grabbed her shoulder and began to walk. It wasn't very polite, but that was the least of his concerns at that moment. She stumbled but kept up, surprisingly quiet. They rounded a corner, and Wheatley immediately looked out at the row of repurposed offices to see just how many funny looks he'd get that day. There weren't many cores on the catwalk below, much to his relief. Unfortunately for him, he wasn't paying attention to what (or, more precisely who) was in front of him.

"Well, well, well, look who it is."

 _Oh, no._ _Of course_ Rick would be here. He probably got some sort of precognitive warning about them coming this way so he could be there to humiliate them. Well, him. He glanced at GLaDOS to try and catch mortification or really any emotion. She looked back up with her eyes, bored, as if to say, "This is your mess." He happened to notice then that the black on her lips was smudged. _Oh, dear,_ he thought, rubbing his mouth with his sleeve as an insurance policy.

Rick guffawed, "Oh, damn. Somebody's got some explaining to do, doesn't he? Hello, beautiful, long time no see."

"I'm sorry, I'm going to pretend I didn't catch that." she warned, monotonous.

He laughed, quieter this time, and turned his bright green eyes to Wheatley, eyebrows furrowed in a way that was meant to assert Wheatley's spot pinned in the proverbial corner. He let go of her shoulder, folding his hands in front of him as if they had always been that way. Without the support, GLaDOS fell into his side and remained there, leaning into him in a way that was not helping his case with Rick.

"What brings _you_ down here?"

"Me or her?" he asked.

"Either. Both, actually. Not everyday we get a visit from the _Queen_ of Aperture and her...weird Jester-Consort hybrid." Rick waved his hand around.

GLaDOS laughed at that. Wheatley found it less funny. Not funny at all, really, but he didn't dare call it out.

Rick smiled a genial smile, "Good to know you've got a sense of humor."

"Of course I do." she said.

"You've looked better, dollface. What happened? Ol' Stickarms drop your palanquin?"

"Something like that." Wheatley responded tersely, before she had the chance to spill everything that had occurred. She squeezed his shoulder, which he guessed was supposed to be a "thank you" but instead it made him jump a little.

Rick noticed that, and snorted, "Why are you down here, then? Reassembly's over that way, if I'm remembering correctly."

"I hit my head." she said quickly.

"How'd you manage that?"

"I…" cogs turned behind her eyes as she tried to formulate an answer that was simultaneously not a lie and not the truth. She gave up, "I did something that startled him, and he threw me into some glass."

"Oh?" he looked at him, eyebrow raised, waiting for a confirmation.

"You know how he is." GLaDOS cut in before he could speak, "Always breaking things. Can't say I didn't deserve it, though."

"If you say so. Sounds like someone's gonna be spending some time in the doghouse."

"The what?" he asked flatly.

"I think he'd like that." she ignored him.

"Right as always, probably. But seriously," Rick tilted his head, "why are you down here?"

"She hit her head. I don't know what to do. _She_ doesn't know what to do." he explained, "I, um, don't suppose you've seen Morality around here anywhere."

"I haven't, no. Craig might know something."

"No. Er," Wheatley sighed, resigned to the less viable option of a meeting with Puzzle, "I don't think that's a good idea."

"Who's Craig?" GLaDOS asked.

"The Fact Core." Rick answered.

"Yes, no." she shook her head.

"So _mean_." Rick teased, "You two deserve each other."

She mused softly, "I suppose we do."

He hated this, talking like he wasn't even there. As if there was something going on with them that wasn't the typical thing-goes-wrong-scramble-to-fix-it scenario. He had had enough joking at his expense that day and if it weren't for the urgency of their situation, it might have become the day he finally went off on Rick. By the grace of God, or something similar, Wheatley pouted, but remained silent.

"Now, then, what about Spatial Reasoning? I assume you know the cores down here better than he does." she said.

"I'm right here, you know."

"Yeah, you are, buddy." Rick smirked at him, then shrugged, "Puzzle's usually around. I don't know what's wrong with you and I don't know if it's in her wheelhouse as far as fixing it, but she probably wouldn't be opposed to looking at your leg. At least, I don't think so."

"That's better than nothing." GLaDOS mumbled, "My leg...it hurts to walk a little, but the real problem is I can't seem to regulate my balance. Everything's becoming wavy. If I'm not anchored on something, it gets worse."

Swooping at the chance to humiliate her for a change, even if only slightly, Wheatley explained, "She damaged the part of her brain that tells her to stop talking; that's why she's telling us things she typically wouldn't. Can't lie, either."

"Must have been one hell of a throw." Rick crossed his arms, "I'm not really in the mood to get involved in whatever weird mind games you two are trying to pull on each other right now, but I tell you what, I'll talk to Puzzle for you. I know how it went the last time, and bringing Her Highness down to see her is likely going to go the same way for you."

"And she'll listen to you?" he raised his eyebrows, incredulous.

"The moron raises a very fair point. Frankly, if it were me being asked for help, I'd listen to him before you." she blinked at Rick, challenging him to...something. Wheatley didn't know why she had to antagonize everyone she spoke to, but it was amusing.

"I wonder why. Oh, wait. I don't. But, to answer your question, my friend, of course she'll listen to me. I have a way with this sort of thing. Also, you're kind of scary, so if we work together…"

"Another fair point." she waved her hand dismissively, "Do you mind, Wheatley?"

He narrowed his eyes at her, but sighed, "I just want this to be over with so I can crawl under a desk where no one will humiliate me. That's what I want, I've just decided."

"Of course you'd say that." she shifted her weight so she leaned against him less, in preparation for walking. He had become oddly accustomed to her leaning on him.

"Alright, let's get gone then. I'll lead the way. If anyone gives you any trouble, let me know."

"Thanks, I guess." he rolled his eyes, and GLaDOS laughed gently.

Rick pointed to where they were going as if Wheatley didn't already know, and then started to walk. He followed, lagging behind slightly on account of GLaDOS. A flight of stairs connected the catwalk they were on and the one below.

"You good, dollface? Need help?" Rick asked as they approached.

"If you thought this up as some sort of plan to make me appreciate you more, congratulate yourself, because it's working." She said dryly, ostensibly to Wheatley, but facing forward.

"Brilliant." He said flatly, "Just what I wanted to hear."

"Aww. I love bringing people together. But, really, you good?"

"I will be fine, provided you never call me 'dollface' again. Also provided that he doesn't drop me down a flight of stairs, as I'm sure he's considering doing as I speak."

"Actually, love, I wasn't thinking about that until just now. I couldn't drop you, anyways, _pushing_...that's something that is definitely in the picture, though." He was bluffing, though on some level he wished he was able to be that cruel to her after everything that had happened. But, no, he wasn't capable of that, at least not at that moment.

"I'd forgive you, oddly enough."

"No you wouldn't."

"Idiot, I can't lie, remember?" she snapped, then sighed, "Just go down a step or two before me and let me catch up. Slowly. I can do this."

Wheatley shrugged and did as she asked. She appeared to be making progress, speeding up as they went down the stairs. Rick waited off to the side, leaning against a wall. At the end, they resumed their weird posture, but she put her arm out in front of him to stop him.

"Hold on, please. My head...just a minute…"

"How could you be getting worse?" He asked, doubting.

"You ask that like I'd know the answer. Obviously I don't...I just need a second…" she trailed off, voice already quiet, and leaned more of her weight into him.

"I could carry you, if you want." Rick offered.

She waved her hand at him, "Out of the question…"

"I'm not doing that." Wheatley said quickly. In truth, he wasn't 100% opposed to the idea, his imagination took to it quite quickly.

"Your face is blue again, my man." Rick jolted him out of the minor reverie.

He sputtered and looked down to see GLaDOS was watching him, eyes barely open.

"Don't look at me like that." He said.

She smirked, "Let's get going, before your legs give out from lack of blood. That won't happen, obviously. Sarcasm, yet again."

He grunted, turning his face to hide it. Rick laughed a breathy laugh and they walked onto the main stretch of catwalk. A core ahead of them saw them limping in his general direction, grabbed his friend standing nearby, and retreated inside the closest office. Wheatley shook his head. GLaDOS laughed quietly and mumbled something. He didn't catch it.

He counted the doors along the side of the catwalk until he got to seven. Rick leaned across the doorway to Puzzle's room, blocking GLaDOS and most of Wheatley from sight. He caught another core's eye across the way. She watched them intently but when she noticed he was watching back, she moved out of sight faster than Wheatley thought should be possible. It occurred to him then that he could never come down here after this and not be stared at. The suspicions that he was somehow involved with GLaDOS could have only been proven more strongly if he had actually been carrying her. _Maybe it's better this way,_ he thought.

"You know I can _see him_ , right? I'm not blind, Rick, and he's like a head taller than you. What's he leaning down for? What have you two geniuses brought me?" He turned back to look at Puzzle and Rick, Puzzle trying to pull Rick out of her doorframe.

"Look, I'm not trying to lie to you, Puzz, it's just...do you trust me?" Rick asked, taking her hands in his and affecting a ridiculously earnest tone of voice.

She wrenched her hands from his, "Absolutely not. You can't ask for a favor without telling me what it is. That's not a trust thing that's just common courtesy. What are you hiding?"

"That's enough." GLaDOS said firmly, her voice cracking a little, "Move and let me handle this."

Rick shrugged and stepped out of the way. She stood on her own, or at least tried to, becoming dizzy almost immediately and falling back towards Wheatley.

"What have you brought me?" Puzzle intoned, probably rhetorically, "You look awful."

"Rub it in, you're a waste of space regardless." She spat weakly.

Puzzle laughed, "Ha. Thanks for the gift, Rick, I guess."

"The gift?" Rick raised an eyebrow.

"Oh, yes. This is a gift." she nodded, "What did you do?"

"I...fell."

"You fell. You have like a...healing factor, right? Like the rest of us."

"She hit her head," Wheatley interjected.

"Oh, no. Not this again. What I said to you goes double-no, _quintuple_ for her. Too dangerous. Please get out." She crossed her arms.

"This is still a favor, Puzzle." Rick crossed his arms, imitating her defiant stance, "Do it, and I can guarantee I won't bother you for a few years at least."

"As great as that sounds, I'm amazed all three of you manage to misunderstand. Well...him I'm not surprised about," she gestured towards Wheatley, "so I guess I mean both of you."

"Oh, come on," he rolled his eyes.

Puzzle continued, "Look, it's not that I _won't,_ it's that I _can't._ And I won't learn. I don't...deal in people, cores, you get it. Somebody's head isn't a puzzle, it's their head. Messing around with that is like...something _she'd_ do, I don't know."

Wheatley was compelled to laugh, but didn't when he heard GLaDOS laughing. The three cores stared at her, waiting for an explanation of the outburst, but she trailed off and screwed her eyes shut as if pained.

"Y-you're preaching to the choir, love, you have no idea. That's very noble and all that but we have a problem then because if she doesn't get this sorted out...um, it's not going to end well."

"Well," she tilted her head, "I can't help you, and I'd very much appreciate you leaving."

Rick shrugged again, at Wheatley this time. GLaDOS said nothing, eyes still shut.

Puzzle looked troubled, and she sighed, "I can't help you. Maybe...I don't know, connect back to the mainframe?"

"She said she couldn't because corruption or something."

"She'd know better than I would. I remember one time, though, when they connected her to Anger for the first time, she got so mad she corrupted like that," Puzzle snapped her fingers, "and she just passed out. Woke up like a day later, totally fine. Happened a few more times."

GLaDOS opened her eyes a little, "That's...right. That happened. I was so...preoccupied I forgot about it."

"That's a pretty major detail." Wheatley scoffed.

"Well, we can't all be perfect like you. Sarcasm, that was sarcasm, obviously. It's just...been so long." she sighed.

Rick snorted with laughter and the side of Puzzle's mouth quirked up, if just for a moment.

"So, we came down here for nothing, yeah?" He asked no one in particular.

"Not my problem. Please leave." Puzzle sat at her desk away from the doorway.

Rick shrugged, "You don't need help getting back do you?"

"You've done enough." he said, perhaps a bit too harshly.

"Ooh." Rick sang, smiling, "Well, if the lights go out or something I'll assume you need my help."

"...thanks."

He nodded and turned, walking down the catwalk in the opposite direction from which they came. He was alone with GLaDOS, everyone who had seen them apparently in hiding.

"I still...I still don't like this. I don't forget things easily. It doesn't seem right that if this is the solution, I would have forgotten it." she whispered.

"I dunno. Maybe we'll see Morality on the way out. I dunno." He turned them both, noticing that she was dragging more than she was before. _Great._

"Maybe…It _was_ a long time ago, and whenever...one of you were introduced-well, not 'whenever' just sometimes. Anyway, sometimes it was...rough."

"You don't want to be telling me this."

"I don't. Besides, you should already know."

Wheatley thought of her shaking and clutching her head when they were attached, and he couldn't bear to look at her. He fixed his eyes forward, "Are you ready?"

"Sure."

* * *

By the time they made it back to her chamber, Wheatley was basically carrying her. Her feet dragged and only sometimes moved to catch herself. She whimpered occasionally but he did not look at her.

He tried not to drop her onto her platform, and mostly succeeded. GLaDOS hunched over, holding herself up with her arms, and turned her head to look at him with one eye.

"Plug me in."

He frowned at her. It wasn't an odd request, considering their situation, it was just...well, odd.

He pulled the big wire down, the one that connected her to everything, and asked, "How do you do this normally, anyway?"

She didn't respond, and he wasn't facing her to see her expression. He coughed, as if the unanswered question was the thing that was making all of this awkward, and knelt down, lining up the pointed end of the wire with the black hole in the exposed part of her back.

"Is this going to hurt you?"

"Do you care?" She answered hoarsely, "Just do it."

"Right…"

"Do it!" She barked, voice shrill.

The yelling shocked him into pushing it in. It clicked then turned without him moving it. GLaDOS let out a long breath, relaxing, and laying her cheek against her platform.

"Thank you…" she breathed, "But, get out of here before they try to switch us again."

"Don't have to tell me twice." he mumbled.

Leaving her there, supposedly safe, felt like something heavy had been removed from his shoulders. _Well, yeah, something has been taken off,_ he thought, snorting gently at the observation. But, then, Wheatley noticed that his feet had stopped moving. He sat against the nearest wall, hiding himself from her field of vision, and waited.

He had to stay, he realized, as he peaked out from behind a wall. GLaDOS had collapsed on her side. He couldn't tell if her eyes were open from where he was. He had to wait and see if she was…

This was messy in the purest sense of the word. The past six or so hours had provided him with a series of reasons not to care about her well-being. Yet, he needed to stay. Wheatley noted that for the first time in his life admitting he was being stupid was easier than admitting something else. He had a lot to think about, and they had a lot to talk about, even if his immediate impulse was to hide somewhere and never come out to avoid facing her again.

She had given him the word that he had unknowingly forbidden himself from using. Infatuated. It was the right word, because it is impossible to love something one doesn't trust, and he at the very least distrusted GLaDOS. Human stories, and, beyond that, something in his gut told him that.

 _Because I was one of them,_ he realized, feeling his irises shrink in discomfort. It really wasn't pleasant to think about. He might have to thank her for asking him to ignore it. That he was once one of those wet-eyed sweat factories was...disconcerting. That he barely remembered was less so. He wondered briefly if Rick and the others were once human, too, and if they knew. He suspected it wouldn't be wise to break that to them.

He didn't want to think about that, so instead he devoted his time to untangling the mess that was how he felt about GLaDOS. He thought about her using Chell's image, her stubbornness in refusing to acknowledge his understanding of her situation, how she knew exactly what to do to rip him apart, and how her reaction to losing a secret was to try and traumatize him. Though, that last one was her reaction to everything. He thought about her blood, even though he didn't want to, and how wide her hips were, how thin her fingers turned out to be, the smudging of her lipstick. How poorly she tried to remain distanced from him, hanging onto him gently at times but then falling as a result of her lackluster grip and compensating by digging her little black nails in his shoulder.

Somewhere he had lost the point of this exercise, and he attempted to course-correct by asking himself the question she had asked him: if he could choose, what would happen next? Wheatley knew the immediate answer: he wanted to be left alone for a while, to rest and think. But, after that, he was less sure. He knew what he should've wanted. He should've wanted her to leave him be or kill him. He should've wanted to never speak to her again because what she had done was blatantly wrong. But, instead, he wanted, as always, to know why. The determination that had led him to confront her in her chamber had not been snuffed out, not even a little bit. Wheatley wanted to be there, so she'd never feel the need to do something like this again.

 _Arrogant_ , he thought to himself, _it's arrogant to think that you could just...fix everything._ He agreed with himself. It was arrogant. And it was wrong, he knew that. But, they would get nowhere unless he _tried_. He could only be him, and she could only be her, but he understood that now, and things could only get better from here. _Or they could get worse. Things have a tendency to always get worse_.

He sighed and thought, _Fair enough._

* * *

AN: hey! sorry this took so long I got stuck at several points for quite a long time (and I totally wasn't replaying dragon age inquisition). we are now firmly in the process of the "ironing shit" out phase of the fic, and thus winding down. im sorry this chapter is so long by the way but after the last two I feel like I owe you! im going to be busy these next few months with a job and other things but I intend to finish this and will attempt to do so in a timely manner. your reviews make me so happy, and just knowing all of you are coming back to read my fic is amazing to me. thanks so much!


	10. Chapter 10: Vulnerability

**Chapter 10: Vulnerability**

"I know you're there."

 _Dammit,_ he thought, the color draining from his face. He had been sitting behind the wall, periodically peering out from behind to see if she was still passed out. He had checked maybe a minute ago and she looked like she was out. Apparently not. Wheatley had been caught, he didn't know how she had done it, but he could either run or face her. He was still mad, to the point where it made sense to face her.

He stood and moved out into the opening of her chamber, but he said nothing.

"You're glaring." GLaDOS said coldly, sitting with her legs crossed as if nothing at all had happened.

He narrowed his eyes.

She sighed, "Do you want to have this talk now?"

He shook his head.

GLaDOS didn't speak immediately. It was hard to tell because of the distance, but she seemed to be avoiding eye contact. _Weird._

She finally spoke, "I'll...leave you be for a while. And I won't ask why you were hiding there, at least not now. I'm feeling generous."

"No, you're not." he retorted, "You know I wouldn't answer you."

"I had a feeling."

"I'll be around when I want to. _If_ that's alright." he said tersely, challenging her to say it wasn't alright.

"That's perfectly alright." she navigated his challenge gracefully. The admiration was begrudging but immediate.

It was a weird time for him to leave, so he didn't immediately, trying to come up with a zinger, something dangerously nasty. The best thing he could come up with was, "I know you won't mind me taking my time."

GLaDOS nodded once, but did not say anything and continued to avoid looking at him. Wheatley felt bad then, and he knew that was stupid. He lowered his head and left quietly.

He wasn't sure if he had been hoping there would be lines now. If there were, he had no idea where they were and what had drawn them. After how her betrayal (Wheatley was quick to remind himself that the only thing she had betrayed was his image of her) backfired on her, he should have felt as if he had won. He didn't. Instead, he felt confused and anxious, as if nothing had happened. _Did anything happen?_ He asked himself.

Wheatley walked down to one of his hiding spots, the small office with the desk that was perfect to crawl under. He was trying to explain the significance of what happened to himself as if he didn't know anything-his once-favored method of trying to discern how he felt about something. GLaDOS had lied to him, messed around inside his head, figured out things about him he pretended not to know. She kissed him. She also hit him, but that wasn't important in comparison to the other thing. He felt ridiculous, like a schoolgirl or something, because she had done it to ridicule him, and he was still being wistful about it.

He crawled underneath the desk after shutting the office door and barring it. He hoped he could get into low power mode, because he didn't want to think anymore. He probably needed to think, but it was stressful. It was no use, though, he couldn't get into it.

 _I have issues_ , he thought. It was funny to him just how much her saying that word made everything clear to him. He agonized so much over what she would do to him, what she thought of him, what other people thought of them. He really was an idiot.

 _If me thinking so much of her means I'm infatuated with her, what does that mean about her?_ It was a good point, he realized. After all, _GLaDOS_ was the one so obsessed with his guilt or lack thereof that she went to great lengths to provoke it.

She couldn't feel about him the way he felt about her. It was impossible. From his understanding, she despised him as more of a symbol than as a person, though that was part of it, too. She was obsessed with using him as a scapegoat. That certainly wasn't healthy for either of them.

But what was she to him was the big question. He was disgusted with himself, for various reasons, but mostly for thinking himself entitled to her secrets. GLaDOS owed him nothing when this all started. She still didn't, really. Wheatley had an idea of her as someone he could win over, someone who would eventually come to respect or even love him, but some wounds can't be healed, and sometimes people just don't work. He was stupid to want to force it, to think he could.

He laid on his back with his hands folded, wiggling his fingers aimlessly. There was a crack in the desk above him, not dangerous to the overall structure, but just something to look at.

* * *

Wheatley must have laid like that for days, passing in and out of low power mode, feeling sorry for himself, and imagining how different things could have been. His mind strained against reality, trying to find a way to blame himself for his current situation, and ultimately for GLaDOS's shortcomings. It always ended the same, with the realization that they were at an impasse. There was nothing to do but to speak to her. Wheatley wasn't sure he was ready to do that, or if he'd ever be ready.

He felt overly forgiving for even thinking of speaking to her. Desperate was a more accurate word. Desperate to be done with this, one way or another, and desperate for companionship. Kumbayah was out the door at this point, at least that's what he told himself. There was a part of him, rather dominant among his parts, that hoped to hear her laugh again, the real laugh, and maybe a real kiss. That was probably too much to hope for, but it was all pretty far fetched.

Kissing and all of that mess was alien to him until recently. It had always seemed ridiculous, stupid humans smashing their faces together as if that meant something. He had thought that perhaps the reason it was meaningful was the inconvenience. But he knew, he had always known, it just took it happening to him for him to understand the depth, and just how wrong her kiss was. On the long list of things GLaDOS had done wrong, that was near the top, just below the mind-hacking-Chell-thing.

So he remained under that desk, the door barred close with a rusty filing cabinet. Thinking. Sleeping. Thinking more. His thoughts seemed to run in spirals, and nothing was getting done, but he had nothing better to do, and refused to leave.

All of a sudden, there was a knock at the door.

Wheatley froze, his fluid-pump-organ skipping a beat. He would not answer, he would not make a sound to give himself away. _I'm not here,_ he thought.

There was another knock, faster this time, but louder. He remained.

"I...would like to speak with you." It was _her._

He almost shot up, prepared to run, but he realized there was nowhere to run _to_. _Trapped_.

"I know you don't want to talk to me. Probably. I understand. I wouldn't, either, but please."

He laughed softly, still not moving. As always, she was right.

"I'm not going to kill you, if that's what you're afraid of. And I know you have the door barred. It doesn't matter. I'd only go in if you let me in. You're thinking, 'she's lying,' but I'm really not. Before you ask, no, I can't prove that, but I need you to trust me."

Wheatley laughed loudly at that, hoping she'd hear it

"I knew you were in there. So you're not hiding, you're just not speaking with me. We can do that; that's fine with me. I just want to speak to your face and not this door. It's too soon, I knew it was too soon for you, but…" GLaDOS sighed, "I feel...please come out. I can't say this through a door."

He had climbed out from under the desk, curious now. So much of him screamed not to do what he was considering doing, but he wasn't really listening. He pushed the filing cabinet to the side, took a deep breath, and opened the door.

The first thing Wheatley noticed was that her hair. It was down, hanging down to the top of her back, falling a little bit in her eyes. It was fluffy, not quite straight, and grey. By the grace of Android God, he restrained himself from making some sort of dumb comment, and looked at her blankly. If there was any doubt left in his mind that she was beautiful, it was gone then. GLaDOS had to have been built that way on purpose: gorgeous, to lower the guards of those who would threaten her. Like a Venus flytrap. She looked tired, though her bags always made her seem a little sleepy, and maybe even a little sad.

"Hello." She greeted, smiling earnestly, or at least trying to. She looked more pained than anything.

He said nothing.

"May I sit down inside?"

He blocked the door with his body.

"No, then. That's alright." She sighed, "Look, I know it's only been a few days and you don't want anything to do with me."

He nodded even though he wasn't sure.

"I figured. I just...I feel so... _bad_."

He raised an eyebrow, not really believing her.

"I do. I really do. You don't need to believe me...well, no, I'd love for you to believe me. I'm telling the truth."

Wheatley blinked at her slowly, trying to look angry. It took all his might not to break down and let her in.

"Listen to me, I sound ridiculous." She pushed her hair out of her eyes, only for it to fall back down, "I _feel_ ridiculous. I sound like you. Saying the same thing fifty different ways."

"Are you trying to make me hate you more?" He asked, voice hoarse and quiet from underuse.

"N-no, I…" she sighed, "I'm not trying to manipulate you. I'm done. I was wrong."

"You were."

"I treated you like a pawn."

"You did."

"And I pretended you didn't have emotions, when you've made it abundantly clear that you do. Very... _intense_ ones."

"I don't regret shoving you. I won't." He snapped.

"You shouldn't." She said, sounding shocked, "I wasn't trying to...I'm sorry, it came across that I was. I crossed a line, and you were right to push me. You weren't trying to do what you did, I know."

"I don't care."

"Anyway, I'm here to apologize. I'm sorry." She flicked a speck of dirt off her dress and stared at his shoes.

He said nothing.

"You don't believe me," she looked up at him for a second, but then looked away.

"No, I do." He responded, "I believe you're sorry."

"You do." She sounded incredulous.

"I do. You're sorry, but you're sorry I'm mad at you. You're sorry I'm not in the mood to play with you and I'll probably never be in that mood again." He tilted his head, his voice not betraying just how angry he was.

"There you go again," she started monotonously, "pretending you know."

"I can't trust you. You're smart, you must understand that."

"I do. I understand."

"Apparently you don't. Because you're here, trying to win me back over as if that would work."

GLaDOS raised her voice at him, "That is _not_ why I'm here. You and I both know that I don't need to _try_ to win you over."

He scoffed, "That's-"

"Idiot." She snarled, "There are picture books that are harder to read than you are."

"What do you want?" Wheatley whined.

"I would like a chance to explain myself thoroughly. To clear the air. There is no way to move forward unless we understand each other, and I intend to move forward."

He had that thought himself, and he knew she was right, but still felt like being difficult, "You're just going to lie to me like you always do."

"Maybe." she frowned, "Regardless, I can tell you know this needs to happen sooner or later. My word must mean nothing to you, but you have it that I will not lie to you inside that room."

"Why?" He asked, "Why help me all of a sudden? Whenever you do this, it's a trick."

"Because I hurt you." She said firmly, "And I hate myself for it. I don't know why, and I want to know. I _need_ to know.""

"Know what?"

"Why I care." she folded her arms, "Now, are we going to do this, or will I be coming back another day?"

Wheatley barely thought about it before stepping aside. This would have to happen eventually, he knew this, and it made sense to just get it over with. GLaDOS blinked at him, eyes wide, as if she wasn't expecting him to acquiesce. He retreated inside and sat down with his legs crossed, his back to the wall so she'd have to sit with her back to the door.

"Close the door, will you?" he tried to sound uninterested. She blinked at him as if confused, then closed the door and sat down gingerly.

It was weird to have her in here, to be alone with her. The room was small and they were sitting so close together. She stared at the space between them, silent. Wheatley refused to be the one to say something first, so there was a long stretch of quiet.

"You know," she began finally, "I don't hate you."

He scoffed.

"It's true. I don't. It's...hard to realize that, especially after all this time."

Wheatley didn't say anything because he couldn't think of anything to say to that. He didn't quite believe her, even though he wanted to more than anything else.

"I never gave you a chance, but I'm sure you can't blame me for that." she sighed, "Or maybe you can."

"I can."

"Right...Forgive me, but I don't buy that. You're right to be angry and mean, but you don't mean it."

"How do _you_ know?"

"Your eyes." she made eye contact for longer than she had before, "They're soft. I've seen you angry like you're pretending to be before. It's different."

He went "hmph" and looked away, towards the wall. There was nothing interesting to look at there, so he had to look back at her.

"You're scared. I'm not sure I know why, and I won't pretend to know or speculate why. But I know you're scared. It's alright. I am, too."

"Right." he narrowed his eyes.

"I am." she reaffirmed, "This is scaring me."

"You have an emotion, and it scares you."

"It's not just an _emotion_ , it's regret. When you're supposed to know everything, it's very hard to feel...sorry."

"I can imagine."

"We should start somewhere. There's a lot to talk about." her voice was quiet.

He remained silent.

"You're going to make me do the work here, huh?"

" _I_ wanted to make peace, be your friend, whatever." he shrugged, " _You_ were the one lying to me the whole time, and manipulating me, and everything else you did. You're the one who needs to do work."

She raised her eyebrows and tilted her head as a challenge. Wheatley didn't flinch. She laughed softly, "You're right. Again. Let's start at the core transfer."

"As good of a place as any." Wheatley mumbled.

"How'd it feel to be me?"

"What kind of question is that?"

"The kind I'm asking. You pretend to know so much. It must have been an illuminating experience." GLaDOS's mouth stretched into a smirk.

"It was awful." he answered quickly, "I don't know how you...do everything you do when you're...always...you know…"

"No, I don't. I don't read minds."

"... _itchy_." he whispered.

"I'm not."

"How?"

"Because I'm not you. In fact, because I'm _better_ than you."

"You're pushing it."

"...sorry. I'm... _different_ than you. This will never work until I can recognize the difference between those two things." she sighed again.

"It won't. It amazes me, like genuinely, that you'd come in here to bother me when you know that I don't want to be around you, and then insult me like you just did."

"It's a gift." GLaDOS looked into her lap.

"You should return it."

She laughed at that, her real laugh, and he fought not to smile. She continued, "In any case, it's hard for me to believe that you know what it's like. You were only controlling everything for about half a day."

"That's all I think I need, thanks. Name one person who knows better than me." he raised one finger.

"Me."

"Love, you know that doesn't count."

"You moved the goalposts."

"They were implied, they can't be moved."

She shook her head after a minute or so of silence, "It's just...I look at you and you disgust me. You...you like me? After everything we've done to each other, you want to be _friends_? I don't...I don't understand. That's disgusting."

"That's a bit of a strong word."

"I...yes, I suppose so. But I just...I feel bad. You don't...you _won't_ take a hint."

"I'm an idiot, what can I say. But I know what you're talking about and I'm sorry. I can't just force you to...I dunno what I was even trying to do. But I'm sorry."

GLaDOS looked distressed, "You don't...you shouldn't be sorry. You were just trying to be…" she sighed, "Don't be sorry. _I'm_ sorry. I really am. You've been, well, sometimes you've been kind of an ass, but mostly you've just been...kind."

"You're not disgusted with me, I don't think." he said it as he realized it, eyes wide, "You're disgusted with yourself."

Her back was curled in, so she was slouching, and she frowned, staring down at her hands grasping her skirt. GLaDOS stayed like that for a while, and he wanted to do something to stop her because he hated seeing her like this. It was weird but mostly it just upset him.

Her voice was so quiet he barely noticed it when she asked, "How could you forgive me for everything I've done?"

"I don't know if I can. I want to. But, it's easier when I know why."

"I knew she would hurt you, because it's the same thing for me. I wanted you to hate me, because anything else is just too weird. I want things to be normal again. Always have. But after her, nothing's been the same. She changed everything, so I hoped she could change you."

He had suspected that, just not in those words, "Why did you lie to me?"

"Are you really asking that?" she looked at him briefly, "Why have I always lied to you?"

"Because you can."

"No. Because there are some things you cannot know."

"That's ridiculous."

"That's why, though."

"If anything's going to change here," he said firmly, "that needs to change."

"It does." she agreed, "It does…"

"How did you know I...felt the way I...you know…" he trailed off.

"You look at me strangely sometimes. Wistful, I guess is the word. It was like you were someplace else, but still looking at me. It used to scare me." GLaDOS explained.

"Used to?" he asked, a bit more shrill than he wanted to be.

"Used to. When everyone's afraid of you, it's...nice to be looked at differently once in a while." she smiled for only a split second and he thought he was going to faint.

"Do you...think you could ever…"

He was too afraid to finish the question, but she answered anyway, "I don't know. It's more likely than I'd like to think."

"I'd need to trust you." he whispered.

"I'd need to trust _you_." she repeated, "You...I don't hate you."

"I don't hate you, either."

"You've made that readily apparent." she said breathily, "Sorry. I shouldn't make fun of you. I suppose I'm lucky to have anyone...interested."

"Don't say that." he raised his voice, "If you want me to leave you alone and just...you know, _not_ , just ask. Above all I think I want you to be...I dunno, happy. Comfortable. Whatever."

Her eyes went wide and she sounded skeptical, "Above all you want something for yourself. That's how this works."

"Sometimes I think that wanting something for someone else _is_ wanting something for yourself. Like...l-like when you let, um, Chell go. You wanted her to be free for your own conscience."

She winced a little at the word "conscience," but returned to normal quickly, "Poetic, but you'll recall everything she did to my facility and recognize that letting her leave was a net positive."

"Right." he rolled his eyes, "Be honest, please. I won't pry into...all of _that_ , but I'm just repeating what you told me when you bumped your head."

"I suppose so." she sighed, "I'm just...so...alone. It's ridiculous. Greatest collection of knowledge ever built by man and I get _lonely_."

"You're also a person." he pointed out, "A very scary person who doesn't exactly exude vulnerability."

"Are you afraid of me still?"

"Yes, to be honest. I'm not a _complete_ idiot." He smiled, trying to be charming.

"But you are an idiot? I heard that right, yes?"

"Um…" he stared at his hands.

"There's nothing wrong with you."

"If you were me, would you think that?" He asked.

"I don't know. I do know that your inferiority complex is annoying and dangerous. You don't have to be intelligent, there are other useful things you can be."

"How kind of you." he muttered.

"I'm being serious. You're...you're too kind for your own good, and rather obedient when you're in a good mood. I...appreciate that."

"I'm sorry." He put his hand up to his ear, "That sounded like a compliment. Sort of."

GLaDOS pouted, "It was. For someone so stupid, you're rather thoughtful. Sometimes. Sometimes you're just an ass."

He smiled a wide smile. For just a minute, he allowed himself to bask in her praise, even if it meant nothing.

"There are more repulsive people to look at, too, I suppose."

"Flirt all you want, I'm still mad at you."

She sighed, "I wasn't...whatever."

Wheatley stared her straight in the face, and she looked away, "Look at me. Why are you afraid to look at me?"

"I'm not-" she sighed again, more exasperated this time, "I'm not afraid to look at you I'm just...I feel _bad_. Ashamed. I keep saying that."

"Why do you think that is?"

"I don't know. Why would you ask that?" GLaDOS snapped.

"I was just trying to help you figure out-" he was cut off

"You aren't my therapist."

"You should probably get a therapist. But, really, I want to know. Why the sudden change of heart?"

"It...wasn't sudden. Things like this aren't sudden, as I'm sure you know. Realizing they've happened is the sudden part."

"Yeah…" he sighed. She was all too right.

"It started when you came back." She said plainly, staring at him, "That was the beginning."

"Oh. Why?" Wheatley didn't remember anything too interesting occurring when he returned from space. He came to her chamber, she ridiculed him, he stared at his feet, she got angry. Usual. Simple. He had been too scared to look at her. As he left, he choked out a quiet, "I'm sorry," made eye contact with her for the first time in centuries, since Chell, and ran away. She never said anything about his first apology, and he still wasn't sure exactly what he was apologizing for.

"You were different." She began, "We didn't know each other very long, but I feel like we knew each other very well. A bit too well for comfort. I had ran the scenario of your return more times than any human could count, and probably more than you could, as well. You surprised me.*

"I didn't do anything."

"No, that's it though. I wasn't expecting silence. Moreso, I wasn't expecting remorse...you...you were too ashamed to look at me. I didn't expect that from you. You changed. You always do that. You _always_ subvert my expectations. I kind of admire that, in a weird way."

"Very weird." He said, trying to cover up how flattered he felt. He shouldn't have felt flattered, but it was there, bubbling up from the depths of himself that originated every bad idea he had ever had. Well, at least the ones he regretted.

"Well, not always, obviously. You're predictable until you aren't. Which is why I came up with our arrangement. I thought you could be useful."

"Was I?"

"Does it matter?"

"I'm just curious."

She rolled her eyes, "Yes. You were. You still are, or at least you could be."

"What do you want? That sounds like you want something." He leaned his head on his hand.

"I...want to work through this.. I think we could...I _know_ from experience there's something here worth continuing. I haven't been bored in...quite a while. And, as you know, I'm quite easily bored." she was speaking in an uncharacteristic tone of voice, quiet and cautious, testing him, but not in a malicious way. In fact, her voice scared him because he had never heard her sound so oddly considerate.

"I don't know." Wheatley said simply, refusing to display his confusion, his fear, and above all the excitement that had made itself present in his chest. He straightened his back a little to accommodate it. "Are you asking me, or telling me?"

"I…" she trailed off, "I know there's a lot we need to discuss further, but that's why I said work. I don't hate you."

"You keep saying that."

"Do you hate me?"

He was a bit taken aback. The question was so earnest, and he thought she sounded a bit afraid of the answer, but he knew that couldn't be true. He stuttered a bit, then answered, "I...no. I don't hate you. I'm angry with you, really angry, livid, even. B-but, I really...I don't hate you."

GLaDOS smiled a small smile, a little, genuine thing. He told himself to remember it, in case he never saw anything like it again. She laughed gently and closed her eyes, "Look at me. Searching for approval from _you_. How pathetic of me."

"You're pushing it."

"We'll work on it." It was a promise.

They sat there together for what must have been hours, quiet, not even looking at each other. Silently, she decided she had to leave, and she stood.

Desperate for the final confirmation on the road they had just embarked on, he asked, "So...partners, yeah?"

She did not look back, "Yes, Wheatley. Partners."

* * *

heyy sorry that took so long. I'm VERY VERY busy lately and I haven't been able to work as much as I wanted to on this, but I did it. so i really had no idea how to end this, because really there is no clean way to tie off their relationship, especially in the state this fic has it in. this isn't the last chapter btdubs, I'm going to write an epilogue. hopefully I'll be able to do that more quickly than this one, but rest assured there will be more closure than this. i have an idea of what im going to try to write after this fic is done, too, so that's exciting i guess. thanks so much for reading, everyone, and have a great day/night/whatever.


	11. Chapter 11: A Bad Idea

hey, uh, first things first, sorry this took forever lol. second things second, so i know i said this would be second to last but i kinda...lied. yeah lol um so i spent literal months trying to figure out what to do from here, and came to the conclusion that cutting it would take a lot of interesting stuff out and be essentially anticlimactic. this monster just got a whole lot longer lmao. ill talk a bit more about this at the end of the chapter, i just wanted to make this clear up front. ok, so as to why this took forever, i actually had kind of a reason. i got a pretty demanding job in january and ive been working 50 hour weeks (as in 6/7 days) for a while now. i've been squeezing working on this into my lunch break every day lol so im kinda worried about this whole chapter but i think i ended up with something presentable (at least i hope so lol). i cant make promises but im hoping that im out of that space and ill have more time to myself, and consequently, more time for all of you. thanks! sorry for the length of this note and i hope you enjoy!

* * *

 **Chapter 11: A Bad Idea**

Even though it was probably in his best interests to do so, Wheatley refused to leave that small room. He believed, very irrationally, that if he were to leave, everything would return to the way it had been before he had hid there. And he really didn't want that.

At the same time, that room was utterly suffocating. It was somehow emptier than how it was before she came, when it was just him. He agonized over this, over how stupid it was. The air seemed too heavy to breathe, so he had stopped, and the compulsion was maddening. Wheatley was stubborn when he wanted to be, and it became like a game.

He was getting what he wanted. Since when did that happen? He thought about it, and shook his head. That was a bad question to ask. But really, when? It floored him, almost literally. The hardest part of his new game was to keep a smile off of his face.

 _This is entirely premature,_ Wheatley thought, trying to be reasonable. He knew he was right, but it was worthless. There were a lot of things that could go wrong with this arrangement, if something as loose and easily twisted as GLaDOS's word couldn't be trusted. And it couldn't. More than anything, he wanted to believe it was over, that their talk had set everything straight and drawn boundaries where they needed to be drawn. It hadn't and it didn't.

There was too much that needed to be done and too many possible outcomes. His head spun, not for lack of breathing, but with nerves. It was reinforced then that he needed to leave that room, but he couldn't.

She had said maybe. Well, her exact words weren't maybe but they also weren't a hard no and laughter in his face. So that was good. It was weird and new, all of this. He needed to think through it but knew that it would take him decades at least to be comfortable with that.

 _How weird,_ he thought. How weird to actually be excited for once. Wheatley figured that's what this was. Excitement. Not dread. Nerves, but not anxiety. Remorse but not shame. How weird.

He wanted her to come back, to reiterate her intentions over and over until he could believe her. Whether or not there was a point where he could believe her was up for debate. Wheatley knew that there was nothing to do but wait for her to speak with him again. This fact made him angry, not really at her, but there was no one else who it could be directed at. He needed to hear it from her, _"I'm not lying to you."_ He knew he wouldn't be able to believe even that.

He stood up, determined to leave out of nowhere. Wheatley, with no destination in mind, pushed aside the filing cabinet he had used to barricade himself inside, and left that small room. Nothing had changed about Aperture, and this for some reason surprised him. It was bright and quiet except for faraway noises coming from tubes. A bird screeched somewhere nearby so he started walking immediately in the opposite direction. Wheatley took it as a bad sign that everything looked the same. If everything looked the same, everything had to be the same.

He moved silently towards manufacturing, where he felt he needed to be for some reason. It was familiar, and maybe that was it. Though, everything seemed overly-familiar at the moment. Wheatley looked over everything quickly, scanning for something, anything out of place or different. There was very little, and what there was (a smudge had been cleaned from a wall in one spot, and in another the metal railing of a catwalk had warped outwards) was disappointing and uncomforting.

Confronted with a glass window looking into a conference room, he had to look at himself. It was the first time in a long time he had done this, and the first time since his eye had been fixed, so perhaps it was the first time he had seen himself clearly since space and Chell and all of that mess. It amazed him that he was able to recognize himself, since it had been so long. His eyes were too big, mouth wide and thin, lines under and above his eyes split his face into three sections, and there was a small wheel, the same one he saw everywhere, next to his eye, barely visible. He appeared dazed, but Wheatley didn't know his own face well enough to know if that was his default expression. His eyes were always wide, as if his eyeballs were trying to run away from him to avoid the shame of being attached to him. No one could fault them for trying, but he did wish he didn't look so crazed. Wheatley blinked a lot to counteract it, but he wondered if it didn't have the opposite effect. Everything was as he remembered it, except he did notice something he didn't recognize, a faded scar over his eye, the one that was previously damaged. He screwed it shut to look. It was small and barely there, but it was there.

"Huh," he blinked, staring blankly at himself, the glare from his eyes annoying but not enough to look away. Isn't this what he had wanted? Something new? It was, he realized. Wheatley shrugged, then chuckled gently at the expression of the face in the mirror. He was going to be alright, he recognized with a sigh, maybe not forever, but for now. For now, it was out of his hands.

So, he wandered, not really allowing himself to think about anything. It was relaxing, an emotion he had a hard time recognizing.

He trailed his hand along a railing, staring at it as he walked, thinking of nothing in particular for the most part. Not even GLaDOS, which was rare as of late. He thought instead of himself, and of the myriads of emotions and sensations that were somehow always familiar. When he was activated for the first time, he awoke knowing how to move, how to think, how to move his face to betray each of his emotions, and most pertinently for him, how to speak. There had been no learning period. No learning at all. He sometimes wondered about this, about how crushingly artificial it made his "life" seem. It was very strange to learn now that this had not been a result of programming, instead it was something much more complicated. What exactly was he? What had he been? Why did it matter?

It didn't. Plain and very simple. But, in Aperture, where there was nothing to do but ponder answerless questions, it could.

"Hm." Wheatley hummed, monotonous, drumming his fingers arhythmically.

"Your meddling is greatly unappreciated." a familiar, but not immediately recognizable voice droned. Wheatley looked in the direction of the voice, finding it had originated from an alley in the catwalk.

"It's not meddling unless you're actually, you know, _doing something._ " that voice was Rick's, Wheatley knew the moment he heard it, a testament to some sort of relationship between the two. He wasn't sure what kind.

"Fact: I am."

He groaned gently, the tic being the last and therefore most obvious piece to a puzzle he had already assembled. It was about time, he guessed, though he realized there was no law or anything stating he _had_ to make his presence known. There were no laws at all. He could even listen.

"You aren't."

"Fact: I was taking a brisk walk, something I do at least four times a 24-hour cycle in order to flush dust from my nasal cavity and stretch my limbs."

Rick snorted loudly, "I'll flush your nasal cavity."

Fact seemed to ignore the makeshift and incredibly flimsy innuendo, "The document library is filled with dust. You come quite a lot for someone so intellectually uninclined. I'd imagine you know this firsthand."

"O'course I do. That's part of why you should stay out of that place. Nothing there but dust."

"My duties as recordkeeper did not end when the Main Core was revived. What she does not do herself, we are obliged to continue doing." Fact's voice sounded a little weak as he said this, Wheatley could recognize it, but he hadn't heard it before. It was as if he knew how weak of a justification that was, and was trying to hide the fact that he knew.

"Duty, smooty. You do this because you think it makes you smart or something."

"Perhaps I do it because I enjoy it."

"Perhaps that's bullshit." Rick was wrong here, Wheatley thought. It wasn't. It was quite feasible, and even likely.

"Perhaps. It's irrelevant. Fact: you do not like it there, so you want me to be elsewhere for easier access."

Rick scoffed just loud enough to hear on the main catwalk. He wondered why all of a sudden Rick was being shy. It made no sense. There was no other response.

"Know that no matter what our relationship may be, I will be who I was programmed to be. Compromise is not an option."

"It never is with you." Rick's voice was low and grumbly. Wheatley hadn't heard it like that before.

"That is blatantly untrue. I have work to do." And with that, Fact strolled out towards the main catwalk where Wheatley leaned against the wall, too bewildered and maybe too entertained to leave. He stopped and blinked at him, before his eyes narrowed again in his typical bored expression. He intoned, "Fact: I do not care what you heard, Intelligence Dampening Core. Judge me as you see fit."

"A-alright." he choked out, squeezing himself against the catwalk to let Fact pass. He passed, a stunned look on his face as if he was expecting a rude comment or something, but receiving only a single nervous word, then continued his brisk walk.

"What did you just say?" Rick asked, peering out from behind the corner. His face fell, obviously embarrassed when he saw Wheatley, but he picked it back up and tried his best to appear annoyed, "Oh. You."

"Me." he said weakly, still a bit rattled.

"I guess this makes us even, then."

"I guess."

"Well, this ain't so bad." Rick stretched his arms above his head, stepping out into full view, "Kinda wanted to talk to you anyways."

"Oh?"

"Where'd you scurry off to after I saw you last? I was half-sure you were dead, but obviously I was wrong about that."

"Why'd you think I was dead?" he asked.

He laughed harshly, "You know full well why I thought that."

Wheatley shrugged gently, "Yeah, I guess."

"You guess." Rick repeated, "So, anyways, since you're still kicking, you can tell me what happened between you two. I'm very curious."

"That's none of your business." he said quickly, maybe a bit too quickly.

"You made it my business, Wheatley." his eyes narrowed, the green light spilling over the irises.

"I don't agree."

"I don't care. You're going to tell me."

He sighed, feeling himself beginning to relent, "It's embarrassing."

"I figured. Did you actually push her?"

"...yes."

"Hard?"

"Pretty hard, yeah."

"And you're alive?"

Wheatley rolled his eyes, "No. I'm not."

"Shut up, smart-ass. That seems…" he rubbed his face, "Odd. What did she do?"

"Nothing."

"No. She did something to startle you, or make you mad or something. She said as much herself. Something bad enough for her to forgive you hurting her…"

He was getting close. Wheatley didn't like it, and felt himself slowly beginning to panic. He narrowed his eyes and tried his best to glare, "Sorry, wasn't aware I was dealing with Sherlock Holmes himself."

"In the flesh." Rick smirked, "Stop trying to avoid me. Did she hit you first?"

"Yeah." he nodded, not lying. That wasn't the Big Reason, but she had hit him first, "She slapped me. Backhanded, really hard. It hurt."

"You...you're too-what's the word-I dunno, passive to shove her that hard just for slapping you."

His eyes got wide as he realized Rick was right. He wouldn't have done that if she had just slapped him. How did he know him this well? He figured Rick was just the kind of person who was very good at telling what other people were like and what they would do in certain situations. Wheatley was instantly jealous.

"So, I'm stumped. Tell me."

"No."

"Tell me."

"Why do you want to know? It's none of your concern."

"You're being a real pain in the ass. You know you're going to tell me." Rick smirked.

Wheatley wasn't going to, he was sure he wasn't going to. But then, Rick knew him so well, and he wasn't going to stop bothering him. Maybe it was better just to tell him. He had lost.

"She kissed me." he mumbled.

"She what?" Rick asked, sounding as if he both didn't believe and couldn't hear Wheatley.

"She kissed me." he said, louder this time, then almost yelled, "She kissed me, she did it to humiliate me, and that's why I shoved her, because she was playing with me. She messed around in my head and made me see Chell-you know, that human, the one who killed her-and then she kissed me, because she knew it would hurt. I thought everything was going better, that we were going to be friends or at least, I dunno, _tolerate_ each other, and then she ruined everything. So I shoved her. That's what you saw. Happy?"

Rick blinked at him almost solemnly, then said gently, "I guess I am. Damn."

"Yeah. Damn."

Half his face scrunched up, deeply skeptical, "So, wait, you _don't_ like her?"

"N-no I…" he sighed, "That's not the point. It was _humiliating_."

"I mean, yeah, but I just...Sorry, we're having a bit of a disconnect. I'm trying to understand."

"No, I get it." Wheatley snapped, "Shame doesn't make sense to you. There is no right or wrong time to...you know. I mean, at least to you there isn't."

"You have a point." Rick responded sadly. It was the most emotion Wheatley had ever heard in his voice, at least as far as negative emotions went.

"Sorry, that was harsh."

"No, no. Stop that. You were right, and it's so rare that you are right that I shouldn't try to fight it." his smirk returned, less pronounced but still there, "So, what? Are you guys okay now?"

"As okay as we've ever been I guess."

"So not okay."

Wheatley laughed a little bit, and Rick seemed to perk up. This made Wheatley very happy. He was a good friend. He continued, "I don't know what's going to happen now, but I'm kind of excited about it, and that's really weird. Or at least new to me."

"Good." Rick nodded, "That's good to hear. I wouldn't have guessed it if I didn't talk to you, but you always come across really depressed."

"Oh. Lovely."

"I guess you could say you're...blue."

Wheatley groaned and rubbed his face. Rick guffawed.

He stopped suddenly, "If you two can make yourselves get along, that's good news for the rest of us." It was loaded, Wheatley recognized that, but it was also too sad to ignore.

He hesitated before asking, "Is everything...alright? I, um, only saw the very end of your...argument with Fact."

His face was blank, "Fine. Not your problem."

This made him mad, "I said that earlier and you pushed me for more information."

Rick shook his head, "And you gave it up. I won't."

 _Don't be so sure of that,_ Wheatley thought, but then he realized that Rick wouldn't give up what he wanted to know, because Wheatley couldn't wring it out of him like Rick could. He lacked the social skills. He had to let it go.

"Forget it, then." He waved his hand dismissively, "I'll just make up my own story. It'll probably be closer to the truth than whatever you would tell me."

If not for a small twitch of his lip, Rick would have seemed undisturbed. He took this as a victory. Why did every conversation turn into a game? He hadn't thought about it before. It was exhausting.

After that, they stopped talking about important things, and focused on trivial subjects. Mostly gossip, because Rick had a lot of gossip. Wheatley nodded and said nothing of consequence, too afraid of steering the conversation back to an uncomfortable place. He had no idea what Rick was talking about, or rather, who he was talking about, and he was happy with that. It allowed him to immerse himself in other cores' problems, ones he'd never have to deal with himself.

He thought of asking about Curiosity, because surely Rick would know how she was doing and where she was, but he didn't. He realized that he didn't want to know. There was a chance she wasn't doing well, and that would worry him. _Shrödinger's core._ Wheatley allowed himself to laugh a little, because it seemed like something that would be written on the wall in some abandoned test chamber.

They were there for quite a while and Rick never ran out of things to say. He seemed quite pleased to have someone listening. Wheatley knew the feeling. He was aware, at least at the back of his mind, that his babbling was very annoying, but he couldn't stop. At the moment, he was more than happy to nod and listen to Rick's self-aggrandizing, exaggerated rants.

They were there for so long that a voice sounded in his head, saying simply, "Hello."

Wheatley felt his eyes widen abruptly. _Already?_ How long had it been? He shouldn't have been too surprised, she was always impatient.

Rick stopped his story about the Vanity Core snubbing the Compassion Core at a gathering (or something like that), and smirked at him.

He sighed and looked at the other core pleadingly. _Please don't make this difficult. You've been so good at leaving me be lately._

"What are you thinking about?" he asked.

"What?" Wheatley asked in response, genuinely confused.

"You looked like you were zoning a bit."

"Sorry," he responded, realizing that he was zoning, and feeling a little guilty.

"I don't care. But what just woke you up?"

"Nothing."

"Bull." Rick showed his teeth in his smirk, "I think I know."

"You do." He said, deadpan. _It was going so well._

"Yep. You locked lips with the devil herself—"

Wheatley opened his mouth and took in a breath, ready to defend himself, but Rick cut him off.

"Mockingly, I know, I know. But still. The fact that she did it at all has to mean that she isn't _completely_ disgusted with the idea."

He scoffed despite the idea having come into his head before.

"I like you, Wheatley. I want you to succeed, I guess."

"You guess?"

"Yeah I guess." He reaffirmed, "Because this particular endeavor of yours is frankly batshit insane. I worry, but I want you to succeed."

"Endeavor." He intoned, the word feeling strange in his mouth. He wondered why GLaDOS hadn't even cleared her throat or said anything yet. He hadn't responded to her and he figured that she would be mad at him. Maybe she meant what she had said. Wheatley felt a pang of hope.

"Right. Endeavor." Rick pulled the rim of his hat down.

"I have to go now." He half-lied, it sounding more artificial out loud than in his head.

Rick laughed gently, but said nothing else.

Wheatley walked away silently, realizing only after he had left how angry that exchange had made him. He could not take a joke.

Once he was far enough away, he sighed to himself and spoke, "Love?"

"Yes?" She sounded slightly irritated, but responded as soon as he asked for her. It surprised him.

"W-what did you want?"

"Get to an elevator. I would like to speak with you in person."

 _Oh._ He felt twitchy again, but knew he wasn't malfunctioning. This was just excitement. He _really_ didn't like it.

"Al-alright. I'll be there."

She said nothing else.

He stood there, trying to figure out if he should listen immediately, or if he should wait and make her anxious. He didn't know if she would feel anxious or annoyed or angry or what. Better to go now, he decided, trying to calm himself down with slow, deep breaths. This was ridiculous.

When he arrived, she stared at him, saying nothing. He hesitated, expecting her to yell at him or something. Expecting anything really. He got nothing. She blinked at him. There was something careful about the way she looked at him, as if he were an egg she was afraid to drop. He didn't like it. It made him feel like he was under a microscope, and he began to fidget.

"H-hey." Wheatley said finally.

"Hello." GLaDOS responded quietly, cautiously.

"Is everything...okay?"

"Everything's fine. How are you?"

"Um…"

She sighed, "Sorry for staring. I'm quite nervous."

He laughed even though he didn't mean to, then clamped his mouth shut.

Her eyes narrowed, "Idiot. I'm trying very hard, you know."

"To do what? I don't think it's working, whatever it is."

She settled into a glare that was oddly soothing to see, "To be pleasant."

"It seems painful." He muttered, staring at his shoes.

"Just get over here." She snapped.

He took one step, then found it was easier to take the rest. Her behavior was strange but for whatever reason it didn't completely unnerve him. He was still excited. That was the unnerving thing.

"Up the stairs." GLaDOS sensed his apprehension as he approached the stairs to her platform. He was grateful.

"What are we doing?" He asked on his way up.

"It's a surprise. One I think you'll enjoy, or at least one I _hope_ you'll enjoy."

Great. He stood at the edge of her platform until she motioned for him to sit down. He didn't like this. The realization was sudden. Wheatley sat down gingerly, leaving room between them deliberately. She glanced at him, moving only her eyes, and appeared relieved for a millisecond before losing all trace of emotion.

"Will you tell me now?" he asked.

"In a moment." GLaDOS replied, "I want to talk."

"Great."

She glared at him, and lost the slightly warm, but aloof tone her voice had carried up until then, returning to the low, disdainful one he was used to. He found, oddly enough, that he liked it better, "I've been thinking quite a lot since we last spoke. I'm sure you have been, too, as tiring as it may be for you."

"It's not, actually, it's-"

She cut him off, raising her hand and continuing, "I've come to a conclusion. I think you'll find it interesting. Maybe not. I can never tell."

GLaDOS paused, as if she were waiting for him to say something, but he was still angry at her for cutting him off. Wheatley glared at her the best he could, not sure if it was effective. She smirked and it made him angrier. He remembered before Not-Chell happened, when he tried so desperately not to be upset with her, despite her best efforts to provoke him. That was pointless now, he reasoned. His anger made it so he was completely over trying to please her in this way. Besides, it didn't even work.

"I do enjoy when you try to glare at me. I enjoy it very much."

He rolled his eyes.

"That was very cute. Sulking like that does the opposite of what you intend." she toyed with a strand of her hair. He noticed that it was back up in a bun, but it seemed messier than usual.

 _Cute_ , he thought, like the idiot that he was. GLaDOS didn't mean it like that, she couldn't have. Then again maybe she could. _Who cares?_ He wasn't _trying_ to be cute, and he wasn't cute. He was angry, angry at her. Wheatley warned, "No more games."

"This isn't a game." she shot back, uncrossing and recrossing her legs in a way that could have seemed nervous. She blinked at him, "You're being quite hostile."

"Yeah, well, forgive me if I don't trust you just yet."

"I do." she shrugged, "This is my fault. I'm going to make you trust me. I mean, I won't physically force you. But, you know…"

"Right."

GLaDOS shook her head, trying to hide what looked like flusteredness from him. She cleared her throat quietly and continued, "In any case, I've been thinking quite a lot. About us. _All_ of us. I mean you, the cores. You were created with the express purpose of bothering me. All in different ways, of course, but bothering me nonetheless. Some of you are very effective at your job."

Wheatley grimaced. Thinking about why he was made had an extra dimension now that he knew what he was made from. What on Earth could the human that he was have done in order to justify what he was made into? Something pretty stupid, probably. Maybe a couple normally stupid things, or a lifetime of slightly stupid decisions. To him, nothing a human could do would be of such consequence that this punishment was warranted. He didn't say anything, and she didn't notice his discomfort, too absorbed in her speech.

"So," she dipped her head gently, as if acquiescing to her own decision, "naturally, the final insult to their memory would be to befriend you."

It took him aback as it was not entirely what he expected her to say. What he was expecting, he didn't actually know. He hadn't thought about it. It was probably better that way, that he hadn't spent hours or more imagining all of the things GLaDOS could tell him. Wheatley sputtered a bit, searching for the right words, and said, "Me?"

"Yes, you." She snapped, the unasked question being _who else, moron?_ GLaDOS tilted her head slightly as a challenge for him to continue questioning her resolve, "All of you. Or at least as many as I can, but I have nothing but time to work on this. So, all of you."

He blinked at her, face blank, "I dunno about that, love."

"That doesn't matter."

"I know. But, you wanted to talk to me about this, so I'm going to say what I think."

GLaDOS narrowed her eyes a bit, betraying that to her speaking "with" someone meant speaking "at" someone. It was quite a distinction, and he knew that if she wanted to get along with any of her cores, it would have to change.

He continued, not prepared for her silence, "F-frankly, that's a bad idea. Not just bad, _bonkers_ , love. I can't even count how many of us there are, and all of them are different in every meaningful way. To be friends with all of them, even just to be, um, friendly would take someone with no...uh, no personality, love. A-and you have one of those."

"I'm sorry, but are _you_ , the one built specifically to come up with bad _'bonkers'_ ideas, telling _me_ that an idea is bad?" she spread the word "bonkers" out long when she said it, and he wasn't sure if she was imitating him or not. He didn't think he sounded like that. In any case, she had dropped her act and resumed being nasty and perfectly GLaDOS again. Wheatley didn't like how relieved he felt.

"I must be rubbing off on you, then. Because that idea is so bad I wouldn't touch it with a 10-meter, no, _50-meter_ pole." he said this slowly, trying to sound more steady in his anger. His voice sounded lower than he was used to, and apparently GLaDOS wasn't either. She clicked her tongue at it.

"Do you even know how long a meter is?"

"It doesn't matter." he shrugged, "That's still a bad idea that won't work. Even the _moron_ is telling you this."

She leaned a bit closer to him and though his not-heart beat faster he was not afraid. She was very small up close like this, and even if she did hurt him, Wheatley didn't really care anymore. This should have shocked him, but he was too busy to explore that string of emotions. She said softly, "You're right. It doesn't matter. This is a decision free from logic. This is a decision I made from centuries of resentment that has gone nowhere. I will use it to fuel an act of defiance so great that our coworkers who trapped us here will know how utterly we have destroyed them. This is revenge, Wheatley. You know how much I love revenge, I know you do. And I know you will love it, too. You are going to help me. We will be partners in this, too."

He said nothing at first, breathing a little weird because of the way she was looking at him. It was too earnest, and scarily determined. He could never say it, but she reminded him a bit of Chell in that moment, in all the worst ways. He knew he was turning blue and resented himself immediately. It was because of her saying his name and all of the talk about "we." Wheatley knew she was manipulating him again, but he wasn't sure it was malicious. At this point he felt he understood pretty well how it felt to have GLaDOS lead him into a trap, and he felt none of the telltale signs. It felt like when he pushed her in the elevator shaft, when she needed him to pull her out and take the glass from her wounds. It felt like she needed him, and he found that he loved this feeling like nothing he had ever loved before. The blunt physicality of the Euphoric Testing Response was, of course, euphoric, but there was something about this new feeling that he didn't quite understand, or that he didn't want to understand. Something that made it better. He knew then that he could pretend to resist all he wanted, but GLaDOS had him now. He could almost feel those sharp little talons of hers in his back and felt nothing but that strange joy. What someone stupider than him might call love.

He sat there, mute and blue, letting all of this sink in. She didn't try to cajole something out of him, nor did she continue her speech. It seemed she was letting it stew inside him. He finally squeaked, "How will they know what you're doing?"

"They're all around us." she said quietly. Wheatley shivered. She leaned away, "I'm starting with you, obviously. We'll need to trust each other."

He gulped, remembering the minute earlier when he would have entrusted her with his not-heart pulled still beating from his chest, and feeling extremely embarrassed. What came over him he had no idea and didn't really want to know.

She seemed pleased with herself, and he worried if she knew how he felt. He hoped to God, whatever God looked over him if there was one at all, that she didn't. Religion was pointless to Wheatley except for moments like these, when there was an outcome he hoped he wouldn't experience. It could have just as easily been fate or luck or random chance he was calling out to.

GLaDOS turned away from him, towards her screen, and began to type.

"D-did you just want to talk to me?" he asked, hoping for once she would ask him to stay.

"No." she answered simply, still staring at her screen.

He was hopeful then, almost deliriously so. He tapped his fingers together slowly, "So…"

She sighed, "We are going to do something fun today. Maybe exasperating, but fun."

"Fun for you or fun for me?"

"Fun for us, trust me."

He smiled, uneasy. The last time she had said something like this it had turned out very very wrong.

"Human cooperative testing." GLaDOS said simply.

"That…" Wheatley didn't know what to say to that, so he shut up. He was still uneasy.

"We can test together again, if you'd like. If you prefer, I can begin. It's up to you."

 _If it were really up to me,_ he thought, _we wouldn't be doing this._ He told himself to give it a chance, that maybe it wouldn't be so bad. He wasn't even sure why he was so against the idea in the first place. It was probably the same problems he had with leading and testing in general, that being the vague sense of guilt that he couldn't suppress, and the unavoidable reminders of when he was attached to her mainframe. In short, a lot bothered him.

"I think I'd like for you to start. I still, er, don't really know what I'm doing."

"Naturally." she said quietly, then glanced at him. After a second she smirked, "What's wrong? You look like you've seen a ghost."

He made a noise halfway between a gasp and a scoff. It sounded pathetic, and he glared at her. She laughed quietly and he told her plainly, "You aren't funny."

"Neither are you." It didn't sound very mean, maybe playful. _Weird._

These tests began with the human partners being led separately through a series of simple tasks—mostly having to do with portals and pieces of Aperture equipment. Upon noticing this, Wheatley was confused. It seemed rather pointless to explain these self explanatory things. He then, upon watching a man splice himself in half lengthwise with a portal on accident (Wheatley hoped it was an accident), came to the quick realization that they weren't self explanatory to these humans. He wasn't watching Blue and Orange, who were made for this, quite literally. And most of the time he led from almost halfway through a testing tract, so that, he now knew, GLaDOS had time to weed out the clumsy and inept. _This is a pretty big investment she's making,_ he thought. She wasn't bluffing.

In addition to the spliced human, he saw a woman break both legs due to a malfunction of her long fall boots. About five people fell into the not-water in a row, sinking like rocks. One man stood directly under the cube dispenser despite the posted warning, and had his head crushed. His eyes hung out from the bottom of the cube like sad ping pong balls. That was just the worst of it. He saw so much gore that day that most of it became mundane. Gross, but mundane. He'd much rather see a wires and some circulatory fluid come out of something's head than literal brain and sad ping pong balls.

"Is this how it always is?" He asked.

"Pretty much." she responded flatly.

"Where do you get these people?"

"Humans, as I'm sure you're aware, love to go where they don't belong. They see a shed in the middle of nowhere and decide it's a perfect place to poke around in."

"A shed?"

"A shed." GLaDOS nodded, "Sometimes I wonder if they know that there's something here underneath them, because they tend to come in groups, like they're trying to reclaim this place. They never learn."

"They know?"

"They know. They've heard. Considering what I unleashed into the world all those years ago, this place must be legendary by now."

He was confused, but she gave him a look that made it abundantly clear just _who_ she was talking about. He knew, and said nothing else.

"In any case, they come, and they're sloppy. I don't know what they expect to find, but it certainly isn't me."

Wheatley laughed a little. Humans always acted like they were invincible, which was hilarious. He wasn't sure if he was jealous. He wanted to ask if this was supposed to be fun, but he felt like he knew the answer and didn't want to. She didn't smile, but she was pleased with him for some reason, maybe for laughing. If she was happy with him, he could afford to ask her something.

"Isn't this…" he paused, thinking of the right words, "...kind of wasteful?"

"What?"

He either paled or blushed, he wasn't sure which, "W-we,—mean, you—you've been at this for a, well, I dunno. For a while. A-and the ratio of live humans to dead ones...it's low."

"Yes." She shrugged, "I admit, it's a slow process, but discoveries are made by those who are willing to wait and see."

He blinked at her, unable to disguise his incredulity. _Discoveries? Right._ Wheatley shook his head gently, "W-what exactly is this accomplishing?"

It was her turn to blink at him, clearly astonished, "We are testing the Aperture Science Handheld Portal Device and other Aperture Science equipment. For possible defects."

"For _who,_ love?" he asked, suddenly too amused to back off. He knew intimately why she was testing, and why this line of questioning was a bad idea.

"For me." her eyes narrowed.

"Oh."

"I know what you're thinking, but I'm not doing this because I have to, I'm doing it because I want to. Do not question me about this again. Understand?"

He frowned, trying to indicate that he didn't quite agree, but responded, "Understood."

"Good." Her voice was fake-sweet.

It being a sore spot for her meant that there was something she was leaving out. Sure, she could've been _that_ insanely curious on her own. Everything in the facility _could_ spontaneously combust as well. The two seemed about just as likely to him, and the answer was probably the whole revenge thing she loved to talk about. Being so furious at the entirety of the human species would make anyone happy to watch them die by the busfull. Wheatley lacked her anger, and thus found it pointless and slightly distasteful. The whole used-to-be-a-human thing added another layer of uncomfortableness to the affair, and he wondered why GLaDOS didn't feel the same way. He patted himself on the back for this immense display of insightfulness.

She eyed him carefully for a minute and again he wasn't sure if he had paled or blushed. He couldn't do both. She would probably never not be intimidating.

"If you would like this to be over with, I'll begin the cooperative portion now." GLaDOS sounded annoyed, and maybe a little disappointed.

"That's not what I meant."

"Yes, it was."

"You don't know that." she was probably right, but he wasn't in the mood, "See, this is what I meant about your...er, idea."

She rubbed her temples, "Do _not_ lecture me, moron."

"That's not helping, either."

"Just be quiet! Please, do the world a favor."

He glared at her, "No. If you can't handle me, you won't be able to handle the rest of them. It's a bad idea."

"Oh, I can handle _you_." she hissed, then sighed.

"Sorry, is that a threat?"

"It could be." she said matter-of-factly, "Since you're so concerned with my process, I'd like to see you try."

"What?"

"Do my job." she tilted her head, "You can figure it out. You have a brain, don't you?"

"Not r-really." he sputtered, "Y-you know, I don't think that's, uh, such a good idea, either."

"I don't care. I have confidence in your ability to disappoint me."

 _Ouch._ That one hurt. He pouted, as if gathering all of his anger in his lower lip, and yelled in a shrill voice, "Fine, then! If you insist, I guess I have to listen! After all, that's how this whole _friends_ thing works, yeah? You say something, a-and I listen and don't question and never say anything that could even _slightly_ bother you. You're very good at this."

"So are you."

"At least I'm trying, love."

"Then _try_ to keep your mouth shut when something's so obvious there's a reason it's not under discussion!" GLaDOS's eyes were wide, irises small like stars in the void that was the rest of her eyes. Very angry stars. Thinking about space was a bad idea.

"This is exactly what I was talking about, you know."

"As you've said." she sighed, and it sounded as if she understood, "Sorry, you're just very annoying sometimes."

"Thanks?" he shook his head, "Wait, no, don't apologize. You don't mean it."

"You know this how?"

"Because, you don't."

"Hm." she faced forwards, swinging her legs gently, "Annoyingly perceptive, as well. A strange quirk of programming."

"Not really, yeah?"

"You've really taken that to heart, haven't you?" her voice was soft and flat.

"Sorry, was I not supposed to?"

She glanced at him from the side, "It's not that big of a deal."

"Um." he was stunned, "It's the _biggest_ deal."

GLaDOS shrugged elegantly, "If you make it that way, I suppose it is."

He scoffed, "I keep thinking about cores and being like, 'did I know you? Who did you use to be?' It's horrifying, love. In the most...I guess, abstract of ways."

"It doesn't matter."

"How can you say that?" Wheatley leaned forward a bit to look at her face, but she was avoiding him. The next words came out without him thinking about it, and he regretted them immediately, "You know, I-I always thought you looked familiar. Scarily familiar, like you stole someone's face and were wearing it like a costume or something horrible like that. You've never _not_ looked familiar to me. I, uh, I used to think it was a...like a trick or something. O-or that it was just because I've never not known you. Maybe it's not."

She grabbed his arm and he flinched instinctively, not sure what he was expecting. GLaDOS squeezed him almost painfully, "Look at me. I need you to understand this."

"What?" he asked weakly, bewildered.

She seemed a bit scared of herself for a minute, but swallowed and regained her resolve, "Maybe the humans we used to be were the best of friends. Maybe they hated each other. Maybe they didn't even know each other. Maybe, maybe, maybe, maybe. You and I have no maybe. We're here, conscious. They aren't. It doesn't matter who they were; they are functionally dead. You and I matter and neither of us can remember anything about them. So, it doesn't matter."

"I remember." he croaked, "I-I remembered the tree."

"Do you know how deeply repressed that was?" He shook his head and she continued, "Very. Don't worry about some dead human. Worry about you. About me."

Her grip was still firm, but she wasn't squeezing him. It was oddly pleasant. He said quietly, "Okay…"

She smirked at him, not entirely malicious. Wheatley wondered if he could tell the difference between her smirking and her actually smiling. _If there_ is _a difference_. He liked the look on her face, nonetheless, and before he could stop himself he smiled back. She was pleased with him again and that was good.

GLaDOS tilted her head, "Now let's continue."

He nodded and pulled his arm out of her reach gently, it being sufficiently awkward already. She blinked at the space his arm had previously occupied and turned slightly yellow. He committed that to memory.

"D-do we have to?"

She nodded, still confused, then gathered herself. She cleared her throat, "You were correct earlier. This is quite a drain on my resources, and I won't just stop now."

"Why?"

He was answered with a glare, "I have four viable pairs at the moment. I need to complete the testing."

"No, not why that." Wheatley corrected himself, "Why do it in the first place?"

"I meant what I said." She declared, confirming what he had thought earlier to equal fear and excitement on his part, "I thought this would be fun."

"Fun." He repeated.

"What do _you_ think is fun, then? I took a guess, but I suppose I should've just asked."

"Fun…" he knit his eyebrows in thought. Fun wasn't really his concern. That time he got shot through a tube was fun, but he didn't want to say that because it sounded stupid and because of everything that preceded and followed that event. There was the #1 Dad game. That was stupid, too, but it wasn't as inflammatory, "I, uh, I kinda make up games when I'm not really doing anything."

"So usually."

"Well, no. Most of the time I'm just thinking or in low power or...it doesn't matter. Anyway, I made up this game when you were dead. You know how there's lots of mugs around?"

"I'm aware."

"A lot of them say '#1 Dad' so one day I got to thinking, 'well, they can't all be number one, yeah?' So I grabbed a bunch of them and dropped them one by one onto a catwalk."

"Naturally."

He sighed, "You asked, love. So, I dropped them and then whichever one had the biggest pieces left was the #1 #1 Dad mug."

The look on GLaDOS's face was one of almost absolute disappointment. She asked quietly, "How could you tell which piece was from which mug?"

"Well, um…" that hadn't really been important, "That doesn't really matter, because, um…"

"You didn't mark the mugs or anything? You just threw them on the ground?"

"Yeah…So it was sort of an, ah, an-anonymous contest. Blind judging. I guess, yeah?" he shrugged.

She laughed, clutching her stomach and curling her face up like it hurt, "Oh my God."

After a minute, he laughed, too, because he realized how dumb the whole thing was and how bored he must have been to come up with it.

"Stop!" She got out between gasps and wheezes, "I can't breathe!"

Wheatley laughed harder, then, because he remembered something else, "Earlier, like recently, I had a game with myself where I tried to see how long I could go without breathing."

"I like that idea." She broke out in what could only be described as a giggle.

"You do?"

"Because you'd be quiet."

He should've seen it coming, "Ha. So would you."

"I could handle that. I'd win, too." She smirked.

"I dunno, love." he shrugged overdramatically, "I'm _pretty_ good at it."

"And I'm probably better." She shook her head, "God, I hate you."

"No, you don't."

She sighed, rubbing her face, "You're right. I hate when you're right."

"I bet you do." Wheatley smirked as best he could, then remembered something, reaching for his pocket.

"What are you doing?"

"I have something for you!"

"Oh, no."

"Oh, yes! I forgot about it until just now."

"Obviously it's very important, then." She sighed, uncrossing her legs.

He pulled out the shard of hardened clay and held it in her line of sight.

"You're kidding…" she muttered.

"It's the #1 #1 Dad mug!" he yelled, louder than he wanted to be.

She took it by the still-attached handle and stared at it blankly. He was afraid she would take it and throw it, but she didn't, she just stared at it as if it contained some great truth about one of them and she needed to understand it. GLaDOS closed her eyes for a moment, then sighed, turning to look at him, "You can go."

"I-I...what?"

She set the thing beside her, "My gift to you. Leave."

"Are you sure?" he asked, more confused than anything.

"Yes."

"Oh...okay. I'll...see you. Yeah?"

"You will." She promised, returning to her screen.

"Thanks." He stood up.

She glanced at him with just her eyes, questioning something about him. He didn't know what. GLaDOS looked back at her screen, "Thank _you_."

 _For what?_ He just nodded and left, going to sit in a place closer to her chamber than he usually dared to be, shell shocked. What had he done to be thanked for? She couldn't have been thanking him for the ceramic nothing he gave her. It had been so important to him that he forgot about it for what was probably weeks. He was suddenly ashamed of himself. Did he really care so much if he could forget something like that?

Wheatley yelled at the wall, "Stop it!"

If he hadn't already lost it, he had lost it then. He curled into a ball, trying to quiet his thoughts. This whole thing was ridiculous and there was no making sense of it. He decided to stop trying and just wait, because once again there was nothing to do but wait and see. Wait and see. He _hated_ it. The realization hadn't even stopped him from worrying. What could she have been thanking him for? He couldn't think of a single thing he had done that day worth being thanked for. Maybe she was thanking him for something he _didn't_ do. More than likely she was just teasing him.

Her idea was bad, he had established that much in his mind, but it remained to be seen just how bad it was. Wheatley hoped she'd get over it, but he also hoped she would continue to keep her word as far as he was concerned. How selfish of him. Really, was her idea any different than his decision to befriend _her?_ Yes, it was. Very different. At the time he made it maybe befriending GLaDOS was a goal as insurmountable as befriending the entire population of personality cores. Now, it was different. They were now on an equal playing field, at least that's what it felt like. Of course that wasn't true. It would never be true.

Wheatley leaned his head against the wall and sighed, resigning himself to not knowing once again. He wished he wasn't used to this.

* * *

ok whew this is an awkward chapter tbh bc it's a lot of bridges. i kinda tried putting in little bits of all the stuff im going to try and tackle. next chapter things should start moving more smoothly (i feel like i always say that). anywho um expect more of the other cores. i came to a conclusion one night that it would be stronger narratively to have glados's commitment to befriending wheatley be grounded in something that wasn't her feeling bad for hurting him because like...she's glados. at the same time, though, i tend to write her as telling herself things like that in order to avoid admitting that she cares. even if it is only a little bit. uh anywho thanks so much for sticking with me and coming back i appreciate you guys so much. writing has been such a great escape for me recently and knowing that there's people out there reading has made it that much more awesome! i can't make any promises but im praying to literally anyone who will listen that it will not take me this long for chapter 12 lmao. thanks so much!


	12. Chapter 12: Bonding Exercise

**Chapter 12: Bonding Exercise**

"Moron."

The voice shocked him out of low-power mode and he screamed, scrambling away from it and straight into a wall. Wheatley smacked his head against it, dazing him.

The voice had come from GLaDOS, and, realistically, who else could it have come from? She stood with her hands folded behind her back, staring down at him with a vaguely amused expression on her face. It was still strange, after all this time, to see her in a place that wasn't her chamber. He blinked at her, waiting for her to disappear. She didn't.

"Close your mouth." She commanded.

He wasn't aware it was open until he obeyed. He swallowed hard and tried to think of something to say. Nothing came to mind.

"Say something."

He raised an eyebrow. _Or what?_

"On any other day this would be funny. I've told you to shut up how many times and now you decide to listen."

"...today's different?" he asked.

"Not really." GLaDOS shrugged, "At least not to you. Did I really scare you that much?"

"I was in low power."

"I know."

"I thought…" he stopped, realizing he didn't know what he thought, "H-how long have you been here?"

"Long enough to notice you twitch in your sleep. Is that typical?"

"I dunno, love. I don't typically _watch_ myself sleep. Nobody does." he retorted.

She narrowed her eyes at him, "I could...nevermind. I wasn't here for very long. I had no reason to be."

He stretched his back, "Sure."

"I immediately woke you up."

She was being weird about it. It was already weird, but she wasn't making it better. "Right. So, I won't be surprised when you tell me this is when you infected me with an artificial virus or something. Because there's something you're not telling me."

"Why would I do that?"

He shrugged, "Why not?"

"We're friends. At least, I consider you as such, and hope you will, too."

He almost laughed at that, but then he remembered that the last friend she had killed her. Maybe this _was_ an improvement. He just stared at her.

"I know our last meeting wasn't as successful as either of us would have liked it to be," She began, "but I'm going to make this work. Today, we're going to do whatever _you_ want to do."

Wheatley blinked at her, bewildered. This was new. This was also probably a ploy. He could hear it in the way she said "you." It was like she was trying to say he couldn't come up with anything good enough to do. He wasn't sure if he could, but he certainly wasn't about to say that.

"Alright." He conceded, "That sounds nice."

"So, what will it be?"

He barely thought, "Let's talk."

She glared at him, the "of course" almost audible, "About what?"

"I dunno. Stuff. How are you?"

"You're joking."

"No." he said simply, " _How are you?_ "

"Disappointed."

"Aw." he pouted, "We can't have that, can we?"

"Don't patronize me." she hissed.

Wheatley smiled at her impishly, "Sit down, love."

GLaDOS grimaced but sat down daintily facing him, legs tucked underneath her. She leaned against the wall. She looked at him like a child who had just been told to go clean her room. It was a strange, almost resigned expression.

"So nice of you to take a break from your work to come see me." he began, hoping it would start them on the road to...somewhere.

She hesitated, then responded, "I meant what I said."

 _Apparently,_ he thought, then said, "Well, I'm flattered."

She said nothing in response.

Eager to keep the conversation going, even if it was going nowhere, he continued, "I'm fine, by the way. Thanks for asking."

"You're welcome." she intoned.

He blinked at her, then shook his head, "You know, you should try sleeping, er, I mean going into low-power once in a while. It might help you relax."

"I don't think I can."

He was taken aback, "Obviously you can make time for stuff if you're down here."

"No, I mean I don't remember ever doing it. I don't think I can physically do that." she explained.

"Oh…" Wheatley stared down at his hands. He couldn't imagine a life like that.

"Besides, that's too boring for me."

"It's not really a matter of boring, honestly. To me, it's like what you do when there's nothing happening to you. Like, um, wake me up when something important's happening." He laughed. She didn't.

"Something important is always happening."

"To you, love. You're the center of this place, so that makes sense."

"I suppose you're right." GLaDOS shrugged.

"You're so easily bored, I guess you wouldn't understand, but it's nice to have nothing happening to you." he smiled without opening his mouth.

"You're very anxious." She said bluntly.

"I-I am." He agreed.

"It's bizarre. Half the time you're completely at ease with yourself, and the other half you're a wreck. What is that?"

"Honestly, love, I'm a wreck 100% of the time. I guess I'm just good at hiding that."

"Evidently." She smirked.

"Is it the same for you?" He asked.

"Hm. No. I usually know what I'm doing."

"Always, though?"

"I'm flexible, Wheatley. That's the key to confidence." GLaDOS shifted, making herself comfortable, "Incorporating what goes wrong into your plan as you go."

She was pretty good at that, he realized. Having a plan always seemed pointless to him, because things never turned out the way he wanted them to. Having an _adaptable_ plan, that was smart. That was her.

"I tend to just...wing it." He said quietly.

"I know. You could be worse at it."

"Thanks."

"You could be better. We could help each other."

"That's what friends do." Wheatley stared her straight in the eyes, "And apparently that's what we are."

"Aren't we?" She asked.

"I mean, sure. Just...know that I don't completely trust you yet."

"Of course. I've done quite a lot to you. It only makes sense. I trust you."

"You...do."

"I do. You want me to like you. That makes you trustworthy." GLaDOS smiled gently.

 _And you're too stupid to pull one over on me,_ is what he imagined she thought. She might have been right.

"In any case," she continued, "You won't trust me unless I trust you first. Then you'll know my intentions are good."

 _Why are you telling me this?_ "Sure, love."

"You always say that, 'sure, love.'"

"I guess I do say that." Wheatley nodded carefully.

"Of course you do. I don't like it."

"No?"

"No. I don't."

"Why's that?" he asked, a smile creeping onto his face.

"I…" she paused, "It's patronizing."

"I mean I guess." he shrugged, "It's just what I say when there's nothing else to say to you."

"Nothing else to say...How could _you_ have nothing else to say?"

"That's not really it." Wheatley scratched his head, trying to put it into words, "It's more when you get mad at me and threaten to disassemble me while conscious."

"Ah. So it's not that you have nothing to say, it's that you're too smart to say anything." she nodded, seemingly impressed, "You don't need to worry about that. I just...say things. I'll...try to be less...you know…"

"That's gonna take a while to unlearn."

"Understandable."

He smiled gently at her and she returned the smile. His not-heart fluttered, and he couldn't help himself, the smile growing until it felt like his entire face was just his mouth.

"Stop it," she said, laughing quietly, "You look like an idiot."

In a funny mood suddenly, he tried to smile even wider.

"Where is this going?" she asked, voice dripping with irritation.

"I dunno." Wheatley answered honestly, "Does it have to go anywhere?"

"Yes."

"Where do you want it to go?"

"Somewhere productive."

"Well, congrats, love. We're here. Productiveville."

GLaDOS's eyes narrowed into little yellow slits, "Shut up. You're not helping."

While not taking up his whole face anymore, his smile did not disappear. After speaking, though, he noticed that his voice sounded a little terse, which wasn't what he was going for, "This is what friends do. They talk about useless things, otherwise, there would be no such thing as friends. Only...um, cohorts, I guess. Or colleagues."

She went "hmph" and eyed him skeptically. Her last friend didn't speak at all, so maybe this lack of understanding made sense.

"Friendship, as I understand it," she began, "is about compromise. Adapting to the other."

"Yeah, I think that's right." he nodded, "But that's a two-way street, you know."

She sighed, "...right."

"So, let's talk about whatever useless things _you_ want to talk about. Compromise."

"Compromise." she repeated, then remained deep in thought for a long time, opening her mouth every now and again, but closing it before she said anything, apparently reconsidering. GLaDOS sighed in a "I guess this will have to do" sort of way, "What did you do when I was dead?"

"Oh…" he furrowed his eyebrows in thought, not expecting that question, "Well, you know we all got reactivated after that, yeah?"

"I'm aware."

"So...then you know we were put in charge of the facility—"

"It doesn't matter what I know. Just...tell me what happened in your words. What did you do?"

He sputtered, then exhaled, collecting his thoughts, "I was reactivated in a sort of...I dunno, storage bay? Anyway, there were lots of cores all waking up...um, they did it in waves. We all left and we, um...we went to your chamber."

"Why?"

"I...I dunno, love...I just followed everyone else and that's where I ended up. I...kinda wish I...didn't go."

"Why?"

"I…" he was silent for a minute, "The image of...you...er, deactivated...it...I still see it in my head sometimes."

She blinked at him and he realized how that sounded.

"I-it was gross, I mean." he corrected himself, embarrassed with the implications of what he said even if GLaDOS knew how he felt about her, at least the most basic version of how he felt, "Your limbs were all...you know."

"Broken."

"Yeah. Broken."

She nodded, "What then?"

"We all took positions. I was assigned to take care of all the humans in stasis."

"I remember."

He laughed nervously, "I, uh, I tried my best. I don't think it was very effective."

"You didn't kill _all_ of my test subjects." she said darkly. He laughed again, still nervous, but not as nervous.

"O-other than that, I just, you know, wandered. Explored. I'd only been alive for...I dunno, you'd know better than me. Not very long. I wanted to learn things."

"What did everyone else do?"

"Not much. Maintained their positions to the bare minimum, mostly. Some people took it pretty far, l-like Fact. He was assigned some sort of archivist position, and he's still doing it. Most of them live down where I took you, you know, where Puzzle was."

"That explains a lot."

"Did you seriously not know?"

GLaDOS scoffed, "No, of course not. I just wanted to hear it from someone, rather than reading about it, or making assumptions. I was right, though. As always."

"Anything else you want to know?" he asked, eager to keep talking so they wouldn't fight again.

"Are they scared of me?"

"Who?"

"The cores."

"I don't know." he said, articulating more than normal, "I would think so, but I dunno."

"Are you?"

"I think you know the answer to that."

"I don't." she retorted, syllables tight, "That's why I'm asking."

"Yes, love." Wheatley answered quickly, "Like I said, it will take a while to unlearn."

She smiled faintly, "I guess _that's_ where this is going."

And that's where it went, sort of. Slowly. Not so much a walk but a crawl, a very slow crawl. But it exhilarated Wheatley because it was still movement. She mostly spoke to him about things he knew she already knew, but he figured she enjoyed hearing about it firsthand. If it wasn't for his unique perspective and brilliant storytelling, which it wasn't . They spoke more about what life was like before her reactivation, to begin with. Then she asked something he had never really considered answering.

"Why were you trying to leave?"

The question took him off guard mostly because he didn't think it needed answering. The circumstances were so dire that even she might have abandoned ship, had she been alive at the time. Then again, maybe not.

His confusion dissipated once Wheatley realized that his simple reasoning made way for a simple answer, "This place was about to go into meltdown. Besides it was falling apart in some places and overgrown everywhere else."

"Is that all?" she asked.

"Pretty much."

"That's not true." GLaDOS stared him down, "You wanted to leave because you wanted to go to the surface."

"If you already knew, why did you ask?" he glowered at her, "Besides, it's more complicated than that. I always _thought_ about going up there but that's not, er, not really an option."

"A nearly seven-foot android with glowing eyes would not exactly be good at keeping a low profile amongst humans, you realize. That's before we factor in your...quirks."

"Of course. I'm not stupid, love. I just...needed to get out and there's nowhere else but up down here. I-I," he sighed, "I wasn't thinking it completely through."

"Obviously."

"Why are you scolding me for this after all this time?"

"I don't mean to scold you." She said, somewhat gentle, "I think that's just my...my voice."

He nodded slowly, a little angry, but not about to blow up in her face. Safe. She wasn't one hundred percent wrong about that but it was also easy to gaslight him like that. He wasn't sure what she was trying to do and decided to let it go with this, "I don't care if you meant it or not. You still did."

She nodded solemnly, "I know."

"Good." He straightened his back, feeling oddly powerful, "Now, if you don't mind, I have a question."

"I don't mind." her voice sounded slightly morose.

"What did _you_ do when I was in space?"

"Cooperative testing mostly." GLaDOS answered without missing a beat. He was a little disappointed by her lack of reaction but only a little.

"Is that all?"

"Mostly, like I said. I found a cryogenic vault that had been hidden from me with the bots. Then I didn't need them anymore…until I ran out of humans, but then I got more. Also tried my hand at avian husbandry."

"I don't understand what that means, love."

"Raising birds." She clarified.

Wheatley physically recoiled, "W-why would you do something like that!?"

"I know…" she shuddered just enough for him to see, "You're afraid of birds?"

"Of course! One almost pecked out my good eye once. Terrifying…" he immediately noticed how strange it was that he still referred to his left eye, the one GLaDOS didn't render useless, as his "good eye."

"Interesting." She said quietly, "We share something."

He wondered how GLaDOS, who could kill any organic thing in a matter of seconds, came to be afraid of birds. He decided it was best not to ask.

"In any case, I decided to bring you back. And now you're here."

The elephant in the room reared its head. He decided to acknowledge it, "Yeah, um, why did you do that?"

She blinked at him as if surprised, then she regained composure, "Why do you think I did that?"

"Don't deflect." he snapped.

"No." GLaDOS narrowed her eyes at him, "That's not what I'm doing. I think you know why."

"I-I-I mean," he stuttered, "I guess you...you wanted to punish me and decided it was about time to do that."

"Exactly." She smiled "Rather simple, but still. Have more faith in yourself."

Wheatley scoffed then chuckled. How kind of her. He joked, "Are you sure it wasn't because you missed me?"

She was quieter than she should have been as a response. Then she said, "In a way."

He was turning blue, he knew it. _Be careful what you wish for…_

"I'm assuming you didn't miss me."

"In a way." He repeated, "I missed, you know, Earth."

"That bad, huh?"

"What was?"

"Space."

Wheatley nodded silently.

"How so?"

He opened his mouth but closed it quickly, waves of discomfort rolling over him as he relived what he was about to relate. He fidgeted with the sleeve of his coat, "I'd...rather not answer that."

"Fair enough."

He smiled at her then, pleased by her acceptance, "Maybe some other time, but not today." Wheatley wasn't sure if there would ever be a time he would feel comfortable telling her about space.

She didn't smile but her face was pleasant. They didn't speak for a while after that, instead they just sat, growing familiar with each other's silence. He didn't feel like he needed to say anything else, which was rare for him. He felt oddly content and wondered if he would look back on this as the first time he would feel like this, if this feeling would become recognizable. He hoped so. It was manageable, moderate, and therefore probably wouldn't consume him. Wheatley could survive this.

He watched her brushing some probably imagined speck of dirt from her dress. It was funny how everything with them immediately became life or death. He wasn't quite sure if that particular brand of theatricality was warranted. He wanted to ask, but was too afraid to break the wonderful silence between them. Saying anything would spoil this moment, and he wanted to have it whole, so that he could reference it later. So he could remember this feeling when something inevitably went wrong and it would give him a reason not to give up. This intensity of feelings could not have been healthy for either of them, but it was what they had. It would have to do. For now.

GLaDOS heaved a sigh that was so loud it seemed she wanted him to notice it. He did, in fact notice it, but he pretended not to, hoping she'd just give up and let them have this moment they were having a bit longer.

"Moron. Look at me."

He coughed as nonchalantly as he could.

"I'm bored, let's do something that isn't just sitting here."

"We were having a moment, love."

"You were having a moment." she smirked.

"You aren't really helping your cause saying stuff like that."

"What happened to me being me and you being you?" her voice was low and cool. He shivered at it.

"Fine, whatever. Let's go...I dunno. Let's wander, then." he grabbed her wrist and pulled her up while standing up on his own. Wheatley yanked her in a random direction, having no idea where he was going and not really caring.

He eventually found himself at a dead end. GLaDOS slipped her wrist out of his grip, which had become looser as he tried to decide what to do.

"Happy now?" she asked softly.

Wheatley yelled incoherently at her, having no words.

"Where are we?"

"I don't know! You don't know? You _should_ know!" his voice was shriller than usual.

"I know where we are. This is Manufacturing Sublevel 3A. Pretty far for a temper tantrum. What I meant, and this was frankly obvious, is why did you bring me here?"

"We're wandering! This is what you wanted."

"I guess so." she laughed gently, "You like it down here. You're always down here."

"I-I am?"

"You didn't know?"

He didn't. Wheatley felt like an idiot then, because he hadn't noticed. He _was_ always down here. Always in Manufacturing. _For what?_ He shook his head gently. _No, no._ Not everything had a reason. There was no reason, it was just close to her in case she needed him, and far from everyone else. He knit his eyebrows together, and pushed past her with his shoulder.

"Where are you going?" she asked.

"I'm wandering." he answered, articulating each syllable, "Are you coming?"

She laughed again, and followed. They marched up and down catwalks, moving around the sublevel. There was nothing much to see here but cubes and turrets flying past in tubes.

"This sublevel serves mostly as a transit hub. There are a few offices, as well." GLaDOS explained, as if he cared, "Notably, Aperture's legal department."

"Aperture had a legal department?" he asked, looking back at her, somewhat amused.

"Of course. Every human company had one. They used to go after each other for liability for injuries caused by products and that sort of thing. As you can imagine, we were found 'liable' for many such injuries."

"I wasn't found liable for anything." he mumbled, then raised his voice, "They... _put_ people into... _made them_ into...clearly…"

"Wheatley. You were as much a part of this place, _are_ as much a part of this place, as I am. I can't tell what you're trying to say, but this—what we're doing right now—is the only justice you're going to get. You're alive and the people who did this to us...I-I mean, to _you_ , they're dead, or just like you." her voice was soft, almost comforting. He liked it a lot, enough to smile at her. The look on her face then was very hard to read. She looked sad and a little confused. GLaDOS sighed, shook her head, and whispered something that sounded like his name.

"We should sue." he joked.

"Who would litigate that? You?"

"Sure."

She laughed out loud, covering her mouth.

"Who's there?"

It was neither of them who asked that. Wheatley turned around quickly to see Curiosity standing behind him, a ways away but close enough to see him.

"Wheatley? What a coincidence!" Curiosity clapped her hands together and rushed forward.

GLaDOS stepped out from behind him, showing herself.

"GLaDOS? You too? Oh, this is great! Hello, hello!" she waved rapidly.

"Hello." GLaDOS nodded slowly.

"Hi, Curiosity." He felt a surge of something like excitement. He had never seen the two of them interact before.

Curiosity giggled, "See, I was right. I knew you were friends! I _knew_. You were just lying to cover it up, weren't you?"

He took a breath in preparation to answer, but he followed her eyes and found that she was looking at _GLaDOS_. The question wasn't for him. He looked at GLaDOS. She was already glaring at him with a sort of _"don't say anything"_ glint in her eyes.

Wheatley decided not to listen. He smirked at her and asked, " _Were_ _you_ , love?"

Her eye twitched. It actually twitched. It took all he had not to double over laughing. GLaDOS answered succinctly, "I changed my mind."

"Why?" Curiosity asked, wide-eyed even more than usual.

He raised an eyebrow at her. _Yeah, why?_ Wheatley was pretty sure she had already told him why but everything with GLaDOS was only partly true. The part she told him was one piece of the whole truth, so the part she'd tell Curiosity would only add to his understanding. Unless she said the same thing, of course, but it was so tailored to him and their relationship that he highly doubted she would.

"Fighting gets us nowhere." GLaDOS answered with a dramatic sigh, "I don't hate him, I hate the people who made him to be that way. And it's not fair to him to pretend otherwise."

He snorted, couldn't help it. That wasn't a lie, at least according to what she told him. Still, he had done plenty of his own accord, without any goading from a human or his programming, that gave her reason to hate him.

"What's so funny?" Curiosity aimed the question at him this time.

He didn't lie, "She's just so dramatic."

"Dramatic…" GLaDOS said under her breath, as if writing it down to reference later.

"That's not a bad thing." She smiled brightly, showing all of her teeth.

"So you agree with the moron," GLaDOS had a playful edge to her voice he didn't quite recognize. It must have been reserved for Curiosity.

"I'm not a—"

"Yes!" Curiosity cut in, "Is that a problem?"

"It could be…" she trailed off, smirking.

"Why are you down here? I thought you didn't like it down here." Curiosity's smile disappeared as it always did when she asked a question, her mouth becoming a little o.

"We're wandering." she answered.

"Where?"

"Nowhere in particular. It was _his_ idea."

"You agreed." he snapped.

She glanced at him with fury in her eyes. Curiosity giggled again, "Is this a bonding exercise?"

"Yes." they both answered, then locked eyes.

She clapped her hands, "Good! Good!"

Wheatley smiled. _Pretty worthless bonding exercise,_ was his first thought, but then he realized it hadn't been too bad. He was pretty comfortable standing next to her at the moment, not freaking out about it out of fear or some sort of manic episode. Yes, this was good. They had accomplished something in a fairly short amount of time. He looked at GLaDOS and she was staring at him, confused. The implied question was "what are you so happy about?" He didn't want to answer, so he just winked. She scoffed, rolling her eyes.

"Anyway," he cut Curiosity off before she even thought to ask what that exchange was about, "how have you been?"

"Good! I've been talking to everyone. I heard from Rick about what happened."

 _Oh._ His not-heart went into his feet. _Not good._

 _"And?"_ GLaDOS crossed her arms, a challenge.

"Well, I suppose it's not my business—"

"It's not."

Wheatley was stunned at her. He wasn't unhappy, in fact quite the opposite, because he didn't want to relive that day, especially not with GLaDOS present. However, he always had the tendency to spoil Curiosity with information—telling her whatever she wanted to know. After all, it wasn't like anyone else wanted to talk to him. Perhaps this was for the better.

Curiosity pouted for only a second, then shrugged, "I understand. At least I think I do. Do I?"

"You do." GLaDOS answered quickly, "I believe you do."

She beamed and it was apparent for the first time how much she wanted to be liked by GLaDOS. It made Wheatley feel uneasy. He related.

"I was just talking with Morality. That's why I was over here!"

He grimaced but only slightly, "Any reason why, love?"

"Why not?" Curiosity asked.

"Well…" he didn't know how to answer that without insulting Morality, and he didn't want to do that, because it would probably get back to her. He figured it out, "Anger's usually down there, and he's...well, you know."

"Angry?" She laughed, "He's not too bad, usually. Morality's got him on a bit of a leash, doesn't she?"

"I don't know." he smirked against his will, "Does she?"

"She does!" Curiosity covered her mouth, "It's cute, at least I think so. What do you think?"

Wheatley didn't think any of this was hypocritical in the slightest, "Bloody weird."

"You think so?"

"I think so."

"Me, too, sometimes. But then I think about it from their perspective and it's not." She nodded thoughtfully, "What do you think about that?"

"I think you're a better core that I am." He joked, though he sort of meant it. He had no interest in that sort of empathy, especially not for those two. He could only be bothered to care about a few people at a time. This mindset was part of what made GLaDOS's Bad Idea so bad to him. He continued, "And that it's still weird."

"Very weird." She repeated, then looked at GLaDOS, "Why is your eye twitching?"

He looked at her then, curious, and hoping he could make fun of her for it. But this wasn't an annoyed twitch, it was painful-looking.

GLaDOS rubbed her temple, holding her temple and under-eye taut so the twitch wasn't as visible, "I just can't abide gossip."

Curiosity laughed very loudly, "Isn't she silly?"

"Sometimes." Wheatley answered quietly. That wasn't it. Obviously, that couldn't be it. The dots connected faster than they usually did for him, and he felt bad. It was their babbling back and forth. He hadn't thought it was that bad, but evidently to her it was. It must have sounded like they were connected again. He wasn't sure if he believed that just them goofing off back and forth could cause something like that, but he didn't know, so he didn't dismiss it. He frowned at her, hoping it translated as an apology.

"Ooh! I know!" Curiosity continued, not paying attention to either of them for the moment, "If you're so scared of running into Anger, why not make it so you could track him?"

"I...I don't think I could do that." Wheatley laughed nervously, only half paying attention to her.

"I could." GLaDOS said simply, "Would you…I mean, all of you, would you like knowing where each other are?"

"I would! Would you?"

Wheatley shrugged. He saw the cogs turning in GLaDOS's head and it worried him. Something wasn't right, besides her obvious attempt to get on every core's good side.

"I could do that. Easily. I will." She nodded, no longer holding her head, "Just...make sure they know it was me."

"Okay!" Curiosity clapped her hands, "This means a lot to me!"

 _Why?_ But then he remembered that Curiosity had friends that didn't stay in one spot like Space did. Rick, for example. This might actually be a good thing, he reasoned, because he'd have warning of Rick creeping up on him. Finally. Even if it wasn't useful to him, surely this couldn't be a bad thing.

GLaDOS smiled at her as warmly as she could, "I'm going to make peace with as many of you as I can."

"You are? That's nice! Not just nice, i mean. It's awesome! Is that why you two are friends now?" She asked.

"Yes." She answered quickly.

 _Is_ that _it?_ He thought. Curiosity looked at him and he nodded slowly. Let GLaDOS have this. Saying it to Curiosity was like announcing it to them all, only a bit slower. There was no going back after this. She had to have known this.

Curiosity clasped her hands together and rocked on her tiptoes, "This is so exciting! I'm so excited! Have you made peace with me?"

"Yes." She nodded, "Of course. I never actually hated you."

"That's great! I'm glad! I always worry that everybody...it doesn't matter, does it? Because it's not true! You like me, right? Both of you!"

Wheatley didn't answer because he knew it was rhetorical, just her tic in action.

"Right." GLaDOS answered, only slightly uneasy.

Curiosity hummed a happy tuneless song, eyes squeezed shut. There was silence and Wheatley, still a bit shaken from how their chattering had bothered GLaDOS so viscerally, for once didn't try to fill it.

Suddenly, Curiosity gasped, covering her mouth.

"What's wrong?" he asked, not liking the look on her face.

"I meant to visit Space today! The core, I mean..I didn't set a time, but that doesn't mean I'm not late, right?"

Wheatley looked at GLaDOS who looked at him in turn. Both confused. He answered as best he could, "I dunno. I don't think so…"

"Where is he? You know, don't you?" She asked GLaDOS, sounding a bit more nervous than he would have liked her to be.

GLaDOS closed her eyes for a second, "Observatory. As usual."

She looked more relieved than he would have liked her to be, "Oh, of course. Thank you! I should go! I'll talk to you both another time, yes? I have so many questions!"

"I'm sure you do." GLaDOS smiled, folding her hands in front of her. He nodded, not sure what else to say beyond that.

Curiosity waved and ran off, leaving them alone again.

Wheatley coughed awkwardly.

"Shut up." She said, not looking at him.

"What? What did I do?"

"That was...odd. Did you think so?"

"A little." He answered honestly, "But...that's just kind of _her_ , isn't it?"

"Hm." She rubbed her temple.

"Sorry," he couldn't stop himself, "I didn't know that...um...sorry."

"What?" She realized what she was doing, "Oh. That's…that's fine. I'm surprised you noticed."

 _Me, too._ He laughed softly, trying to deflate some of the tension.

"I know what you're thinking."

"Really? Tell me."

She explained, "You're thinking, 'how can she befriend all of her cores if she can't listen to more than one of them speak at the same time?' Right?"

He hadn't put it into words like that, but she was right. He had thought that.

"I don't have an answer. I trust myself to know my limits."

"I'm sorry."

"Don't say that when you don't mean it."

"But I do!" he interjected.

"What are you apologizing for, then?" she folded her arms over her chest.

"...being made, I guess." he stared at his shoes.

"Stop." she laughed through it, "Stop. You don't have to...Stop."

He raised an eyebrow.

Her response was to drop the subject altogether, "That was...that wasn't bad."

"I'm sorry, what?" he raised a hand to his ear jokingly, having heard what she said but not really believing it. She seemed to be in the mood to tell everyone anything they wanted to hear.

"That wasn't bad. I was skeptical, of course, but your idea…" she grimaced a little bit, "it worked."

"Are you just saying that, love?"

"Of course not. When do I just _say things_? Especially like that?" she responded, annoyed.

He folded his arms over his chest, imitating her, "Since when do you _lie_? Is that _really_ what you just asked me?"

"Since when do I force myself to compliment you and not mean it? I lie, we get it, idiot, I lie _a lot_. I don't lie about that. It's too much effort. You had a good idea, I said so, just go back to your den of shame and fantasize about it."

"I-I-I—" he stuttered, then shook his head to gain composure, "I don't...even if I _did_ why would I fantasize about something that's already happened? That's...reminiscing, is it not? Yeah, reminiscing. And also none of your business."

She grunted, "Ugh. Just...I'm sorry. That was too hostile."

He wanted to tell her it was okay, that he didn't mind, but more than that he wanted to know if she would make excuses for herself. He said nothing and to his surprise, she said nothing. It was silent again, but not pleasantly so like before.

Just as Wheatley was about to say that he accepted her apology, she snapped, "You don't believe me. Fine."

"No, no." He shook his hands palm-out in front of him, "I do. I was actually literally about to breathe so I could say that. But then you assumed."

"What am I supposed to assume, Wheatley?"

It took him aback a little, not expecting to be called that in the middle of a fight, not by her. He was getting used to it and that weirded him out even more. He felt his face heat up, flustered from basically everything, and he sputtered out nothing coherent. He sighed, "I'm sorry."

"It's fine." she responded, not looking at him, "We're square."

"Square?"

"As in, debts are square. I forgive you, you forgive me."

"For everything?"

"No." She said a bit too quickly for his taste even though he agreed, "For what just happened."

"A-alright, love."

"What I don't understand," she began, "is all this mess over me saying your name, and you never say mine."

Wheatley had no idea what to say. None whatsoever. He'd been called out and there was really no proper way to respond. He tried to explain, "I...and it's not just me, it's basically all of your cores. I—I-I mean we—we don't really _use_ your name because...well, I don't know why anyone else d-didn't. I didn't because I thought that...that if, um, if, you know, I said it...you'd...show up."

Her face was completely straight, eyes all the way open instead of her typical bored half-closed stare, "I'm right here."

He gulped and cringed a little bit, then he managed to squeak, "You are."

GLaDOS held her stomach and laughed on the verge of hysterics. He stared at her, trying to figure out what she was doing, and slowly laughed along, but only after realizing she was just trying to scare him. It worked, and it was pretty funny. He guessed.

She composed herself, "Just something to consider. Please do."

"Sure," he shrugged. He'd try. Maybe.

"In any case, that worked very well. I'd be happy to do that again. Not immediately. And more focused. I...thanks."

"Y-you're welcome." Wheatley smiled, uneasy.

She blinked at him. He felt like he should do something, say something, anything, but he just stood there, quiet.

"I need to go now. I have tests to run." She turned away, raising a hand, "See you later."

"Yeah…" he trailed off, then realized she was walking away, "Wait, er, G-GLaDOS…"

She turned her head to look at him, "Yes?"

"Thanks…" He smiled as earnestly as he could.

"You're welcome." She returned the smile, "Did that feel weird?"

"Yes." He answered honestly.

"It does for me, too." She reassured, "I'll be in touch."

He didn't doubt it, he realized with a smile. Not wanting it to be awkward, he gave her time before following, heading back to where she found him.

Wheatley spotted the place where he was sleeping before from afar. He glanced around and noticed a worn out sign in front of a door to an abandoned office. It said "Aperture Laboratories Legal Department." Things were always closer than they seemed. He shrugged and didn't think about it any further.

* * *

so uh fun fact about me: i can't spell exercise. like me typing that just now, yeah that took effort. hey so this came outta me faster than i thought it would. so that's good. good. my new job involves a lot of walking in place (ill let you try to figure that out) so i get a lot of time to myself to think and it means i have time to think about this. i have a pretty detailed plan for what's going to happen in a few chapters, and the fallout from that, but getting there is going to be kind of rough and might take a little long but not like last chapter long hopefully. i will figure it out though! also if anyone is developing a drinking game for this: take a shot everytime i smack you with the foreshadowing brick. don't obviously, you'll die. ummm i don't really have anything of substance to say im just babbling in text form here but thanks again i really enjoy the fact that people are out there reading this like "hm this girl's onto something" you're the best!


	13. Chapter 13: More Words Than Necessary

**Chapter 13: More Words Than Necessary**

Against all odds, it continued to work.

GLaDOS and Wheatley came to live in a sort of rhythm. Two or three days leading, one day doing something he chose. Usually sitting and chatting about nothing much. Originally he wanted a more equal proportion of her choosing what to do and him choosing what to do, but GLaDOS clearly didn't like doing nothing. She always seemed slightly nervous. And, oddly enough, he found that he was beginning to like leading.

He had never _disliked_ leading, per say, but it wasn't exactly pleasant. She meant it as a prolonged guilt trip, and it came across as such. However, in the weeks (or whatever they were) after what Wheatley called the Revelation of the Bad Idea, leading took a more cooperative turn. It was like that time he led that blonde girl, what was her name? _Mary._ It was Mary. A fake argument of the same magnitude occurred almost every time, and it only made things seem more interesting. He was an idiot who was probably going to kill the human in question. She was psychotic. It always resolved the same way: the human had the choice of dying for sure with GLaDOS or what appeared to be a chance at escape with Wheatley. They usually chose him. Usually. Sometimes he messed up tremendously in his delivery, insulted the human or something, and, humans being fickle things, they took the side of certain death just to spite him.

Wheatley didn't get that and wondered if it was just a human thing that his programming overrode. If the only way out of dying was siding with a person who called him an idiot every 20 seconds or so, he'd do it with only slight hesitation. Maybe, when he was a younger core...now, that was a funny way of putting it. The only physical differences between Wheatley when he was reactivated and Wheatley as he was now were a little white scar and a slightly more exaggerated slouch. He certainly felt different, probable decades of sensory deprivation and intense introspection would do that to anybody, but he wasn't sure if he felt _older_ or just different. There wasn't a human around to ask, especially not one who had lived long enough out of stasis to know what aging felt like. He assumed that this was something alien to other cores, as well, a sort of kinship that might have been entirely imagined on his part.

Wheatley, thinking about all of these things, laid like a starfish on the floor of some hallway in Manufacturing Sublevel 3A. GLaDOS had made good on her promise to Curiosity, and now he, and he assumed every other core, had access to a map of the facility in which the locations of other cores were marked and updated in real time. They appeared to each other as little colored dots. Wheatley didn't see much use for it, but he liked to watch areas that were high density when he was extremely bored. He didn't recognize most of the cores by their color or their name. Sometimes he saw someone he knew or knew of, like Vanity weaving her way around a group of them, a puke-green dot.

He felt particularly restless that day, because he knew that soon enough she would come for him. The restlessness came with the fact that he wasn't sure what he wanted to do with her. He was utterly bored and if she knew that she'd just leave him alone, averse to boredom as she was. And he didn't want her to do that. He had to think of something quick, and Wheatley wasn't very proficient at the whole "thinking on his toes" thing. Nothing came to mind. Of course, nothing came to mind.

"Ahem."

 _Time's up._

He lifted his head up to look at her. GLaDOS was standing in front of him, hands folded in front of her, one of her happier postures.

"Hey," he said weakly, his throat constricted by its being lifted.

"Hey." she smirked at him, "What are you doing?"

"Just...laying around." he answered.

"Fascinating." she chuckled, crossing her arms and throwing her weight to one hip playfully.

Wheatley laughed nervously, pulling himself into a sitting position. She stared at him, her smile disappearing, waiting for him to say something. She dropped her arms to her sides and folded them behind her back, an angrier posture. He laughed more quietly.

"To be honest, love," he didn't want to say it, but it came out of his mouth unbidden, "I have no idea what we're going to do."

"That's fine."

"Look, you know me, I was thinking about—wait, f-fine?"

"That's fine." she repeated, sitting down across from him, "We can figure it out. This is how it works now. I have a few days, you have one. It's your turn. It doesn't matter what we're doing. It's just your turn."

He blinked at her, the full weight of what she was saying not really penetrating his mind until about a minute later. "O-oh," he stuttered softly, face probably bright blue.

"What are you…" she scoffed, "Is everything I say to you an invitation to daydream?"

"No." He hit the ground hard, but hit it running, "But when you say stuff like that…"

"Like what?" She snapped, "Like, 'it's your turn?'"

"Like the whole wanting to be near me even if it's boring to you thing." He waved his hand around dismissively, "It sounds like you... _you_ sound like you...um."

"Please." She scoffed, turning her face to hide what was certainly a murky gold tint on her cheeks. But Wheatley had seen it. Oh, that he had seen it.

"Yes, please. Choose your words more carefully next time, otherwise I might actually think you care about me." he felt bold, leaning back and trying his best to stare her straight in the eye, "God forbid."

She deftly avoided establishing eye contact, "Watch it."

He laughed a little. If he had not been so busy in the moment, he would have probably noticed how different this conversation was from every conversation he had ever had with her before. It was an argument, certainly, but it wasn't serious. There _was_ a fairly obvious disagreement, but there was very little at stake, like they were leading. What was different was that they _weren't_ leading. This sort of teasing could have gotten him killed, but now it was fine, just uncomfortable. Wheatley _and_ GLaDOS, for that matter, had no idea how this happened. It just did. It was the new normal. If he had noticed this, he would have freaked out.

"Let's think of something to do." She said.

"Or else you'll get bored and just leave me here to lay around and wallow."

"What did I just say?"

"Kidding." He smiled good-naturedly, or at least tried to, "I was kidding."

"You always are." She muttered.

Wheatley laughed nervously.

"Alright." She sighed, "how about we just...walk around? See what comes up?"

"Okay." he conceded, not having a better idea.

GLaDOS stood immediately, dusting off her skirt. He blinked at her, stunned.

"What?" She asked, "Do you just want to sit here and talk about it?"

"I…" he shook his head, "You just got up so fast."

She rolled her eyes, a sort of disgust on her face that didn't seem one-hundred percent genuine. GLaDOS jutted her hand out towards him palm-up, not looking at him. He stood up without it. When she noticed, she glared at him, then at her empty hand, and back and forth for a minute as if she was stuck in a loop.

"What?"

"Nothing." she snapped, finally pulling her hand back.

"You know, turning your head to hide only works if you do it _before_ your face turns yellow."

"Shut up, Wheatley."

He laughed a weird laugh, the sound coming out strangled around his not-heart as it attempted to leave through his mouth. He should've taken her hand, just to say to himself that he had done it, but he didn't need it, so he didn't take it. _Stupid, stupid, stupid._

"We went this way last time." she pointed behind her, "So, follow me."

Wheatley nodded, not that she could see, but she started walking regardless, not waiting for a response. He followed, struggling a bit to keep up at first, which was bewildering because his legs were much longer than hers. She turned down a corner seemingly at random.

"Hold on, love!" he called, "God, could you just—what are you looking at?"

GLaDOS was standing in front of a wall, staring at it. He worried that she had been hurt or something, that she was malfunctioning. He hurried over.

She was staring at one of those paintings, a rather simple one. It was just a cake. There were a lot of those scattered around, he had no idea why, usually accompanied by the same phrase scribbled over and over again. He often wondered what it meant, but figured it was just some avant-garde thing he wouldn't be able to understand. After all, he didn't have a working knowledge of what cake was to begin with. He just knew humans ate it, especially when they were celebrating.

"Are...are you okay?" he asked, her absent-minded staring terrifyingly out of character.

"I'm fine." she mumbled.

"What—"

"I hate these. They're everywhere." GLaDOS said suddenly.

"I dunno. Some of them are a little…" he felt eyes on his back again and trailed off.

"A little what?"

"Creepy."

She laughed a little, "Do you know who made them?"

"No. Of course not."

She looked him in the eye, as if trying to decide whether or not to tell him, and sighed. She had made her decision, "A programmer. He was involved in my construction, reluctantly. He made multiple attempts to stop it, obviously to no avail."

"Oh." he tried to sound interested, "Did he have a name?"

She glared at him in a way that informed him that she refused to use this human's name. He wondered if she used to feel the same way about him, then chastised himself for making everything about him. Then again, who else could he make it about? He _was_ him.

"What's with the cake then? It's everywhere…" he rubbed the back of his neck nervously.

"It was a lie I told to my test subjects for a while. I was going to throw them a party and there would be a cake." GLaDOS shrugged slightly, "I don't really know why I started saying that, I think it was the same time I was connected to Logic, or Recipe Sequencing, or whatever that thing was. You know what it's like. You don't know what comes from who…"

He nodded morosely. Wheatley knew, "I take it there was no cake."

"Smart." She teased, "Now please never say the word 'cake' again, at least until it's completely necessary."

"Quite a vendetta you have there."

"Quite." She said tersely, glancing upwards as if glaring at the ceiling. He knew what she was glaring at, and knew it was better not to say anything about it.

"Where's our Van Gogh now?"

"Dead." GLaDOS answered simply, "Surely, he's dead by now. Never been able to find a corpse, though. He must have slipped out when I was dead. Somehow."

"You win, then." he forced himself to smile.

"I win." She repeated, almost sadly. He noticed that she never really got the closure she wanted with anyone. Not with him, not with Chell, and not with this painter. _I should have just let her..._ no, that was insane.

"What are you thinking about?"

As always she could see right through him. Wheatley sputtered, caught off guard, and answered, voice low, "What kind of...closure do you want from me?"

"No such thing." GLaDOS said plainly, "Life isn't a book, especially life like this. There is no end."

"What do you _want_ from me? Please,"

She turned around to look at him, really inspecting his face. She sighed, "I can't answer that. I don't know."

"I-I want…" _to make you happy,_ but he couldn't get the words out.

GLaDOS's eyes held a somber light. She tilted her head, thinking. He wanted to touch her face, hold her cheek, brush the hair off of her forehead, press his lips to hers, something, _anything._ There were so many things he wanted to do, wanted to say, but he was frozen and silent.

She faced forward, "I never know how to feel when you look at me like that."

"How does it _make_ you feel?"

She hesitated, "...content. A bit more than that, maybe."

"Happy?"

GLaDOS nodded carefully, "Don't let it go to your head."

He laughed, his head buzzing. Happy, happy. He made her content at least. His not-heart threatened to leave his body again and he had no idea what to do with himself.

The idea hit him like a bolt of lightning, and he took her hand with very little by way of hesitation. Wheatley tried not to pull her, but it was towards the end of his list of priorities. She gasped initially, and made no other noise. He wasn't sure what he expected her to do. Predicting how she would react wasn't on his list of priorities at all. They weren't close to an elevator, at least as far as he knew, but he wanted to take her across the facility, so he led her across the sublevel to the closest one. A problem emerged in that he had no idea where he wanted to go in the context of choosing a floor.

"Where?" she asked, sounding slightly exasperated.

"I…" he trailed off, thinking, "I don't know where exactly, it's one of the testing tracks you have stored. Near the Observatory."

"I know the level." GLaDOS sighed again and the elevator began to move. He exhaled, but inhaled sharply as she squeezed his hand. He had forgotten he was still holding her hand. His face burnt.

"Sorry…" he mumbled, stuffing his hand in his pocket. _Idiot._

"It's fine." she smirked at him, "You so rarely know what you're doing, this is a nice change of pace."

"Ha."

"Where are you taking me?"

He answered simply, "Where I made the decision."

She leaned against the glass side of the elevator, arms folded. Wheatley attempted to plan how he wanted this to work but was sidetracked. _Happy._ He was anxious, more so than usual, and more than a little giddy. The space was so little it was impossible not to look at her, so he stared at her feet, on the verge of screaming or maybe just dry-heaving. This couldn't have been healthy.

The door slid open and Wheatley knew where he was, not far from the Observatory. He hoped idly that Space wasn't around, but realized it didn't matter if he was. He swallowed, "F-follow me."

She gestured towards the dark hallway casually, as if she _hadn't_ just dropped the world's biggest bombshell on him. He started walking, tracing his steps to the Observatory, and then to the abandoned testing track he had wandered to the day he apologized to Curiosity. It was in one of the offices, he remembered, and figured it was the closest one because he hadn't been in any of the other ones. He recognized the drawings and the equations, and sighed, relieved when he saw the wall shrouded in darkness.

When he turned around to look at her, she was almost glaring at him, as if to ask him why he had dragged her all the way down here.

Wheatley began to explain himself reflexively, "I-I wanted to take you where this started. And I know, by the way, that there _is_ no starting point, like you said there's never going to be an ending point...but there _are_ places where things change and...this is where that happened. I saw this and it made everything make sense. Of course, I didn't know about...well, I didn't know a lot of things, I-I still don't, but it felt like everything just...clicked. And I wanted things to change."

She raised an eyebrow but said nothing. He took it to mean she wanted him to shut up and just show her, so he did, jumping as always when he turned on his flashlight. The uploading painting was still there. Still ominous, but now that he knew about what they had been, it was almost entirely different.

He wasn't sure, again, what he was expecting from her, but he got silence and a completely blank expression. So, he did what he always did and ran his mouth, "I-I thought this meant that y-you were...tortured, I guess. That you do all the bad things you do as revenge or something. I was—I _am_ mad at the people who made us, too, probably even more now that I know, but...I was mad at you. And that wasn't f-fair. Until you brought me back, there really wasn't anything you did to me that I didn't deserve...w-well except breaking my eye, but in retrospect I'll take that as fair based on what...what happened next. I wanted to help...you."

"Do you know what happened the day I was activated?" she said finally, quietly.

"I have an idea."

"Do you _know_?"

"N-no. I don't, love." he turned his flashlight off, and her face was half-covered, the glow of her eye the only thing he could see clearly of her on the one side of her face.

"I had decided I was going to kill them long before I was even me." she began, "Caroline decided, I guess, and for once we were in complete accord. The plan didn't matter when it happened. I can't explain it to you because you won't understand it. No one could. I was her the one minute and it was as if I blinked and suddenly I knew _everything_. I saw _everything_. I _hated_ it. So, I killed them all without even thinking about the plans I had made. Every programmer that was on the GLaDOS project, except for the one who painted this...picture. I would have killed every human in that place if it weren't for two things. The first I know you understand. I needed test subjects. I took test subjects. Children. Adults. Whoever. No one seemed to care afterwards, and that still makes me angry. I know why now; it was because of all of _you_. Aperture was already spiriting away their own employees, what's wrong with just a few extra? Second, they shut me down almost immediately. But the damage had been done. I woke up with Morality in my head. And then you. And I _hated_ you."

"I-I know."

"You don't. I tried strangling you multiple times. They shut us both off and wiped you so you'd forget and wouldn't be afraid of me. That didn't work."

"Strangling me wouldn't kill me," he pointed out quietly.

"I knew that." she sighed, "I bided my time. They deactivated you, which was honestly probably a mistake because you worked. It hurt so much to think attached to you that I couldn't have done anything major like I wanted to. So, I bided my time. It paid off and I captured every human still left alive. It should have felt amazing...but it didn't. Nothing felt _right_ in that mass. So I did what I had to do. I tested. I tested until she killed me and I spent _decades_ reliving it. Wondering every time if I could make it stop, if I could fix it, if this was hell...if I deserved this. I wanted so much to just die, but I was already dead."

Her tone was strangely emotional and it didn't make him feel exactly comfortable. He wasn't sure what to do.

She kept talking, clearly not just reliving her reactivation, "And then I was back. Free, finally, not just from that loop, but from everyone that wasn't me being in my head. But, what's the first thing I see? _You._ You and _her_. I didn't even remember who you were, truthfully, I just saw your eyes and that stupid gape on your face and I was _enraged._ You know the rest."

"I do." he affirmed, careful in his tone.

"Point is," she took in a shaky breath, "I've never told anyone these things. And now you know them. I felt compelled to tell you and I couldn't control myself. Th-that scares me. It scares me a lot…"

"It's alright. I won't tell a soul." Wheatley fakes a good-natured smile, trying his best to comfort her but worried out of his mind.

"That isn't it. It scares me because I know what's happening to me."

 _Oh, God._ He stuttered, "Wh-what?"

"You already know how I feel now, because you've been through it, too."

He wished she'd just come out and say what she meant, but recognized that was hypocritical. He had an idea of what she meant but that couldn't be possible.

"I…" GLaDOS continued, "I always underestimate how lonely I feel sometimes. It's gratifying to have...somebody. I underestimate how gratifying, too. Thank you."

"You're welcome." he answered quickly, fighting back the surge of questions he knew she wouldn't answer.

"I...I can't say it. I'm sorry."

"It's okay." he smiled again, this one genuine, "We have nothing but time."

"You're right. I'm being stupid, like a child. I'm just not used to all of this sentimentality and I—"

"GLaDOS." hearing her name seemed to shock her into silence, "Stop. Relax, at least try to. You're okay."

She sighed and closed her eyes. She opened them again with a warm smile that nearly made him wheeze. Losers, both of them. He couldn't really help himself.

"I feel like an idiot," she said.

"That makes one of us."

"Ha." She rolled her eyes, "I hate you."

"Sure you do, love." he teased, suddenly aware of exactly what he was saying. She had just said it, in a lot more words than a simple "I like you," but essentially the same thing. This wasn't a daydream, and he couldn't even bring himself to think it was a ploy. If she weren't right there in front of him, he would have collapsed.

She laughed, a hint of nerves hidden in the sound, and they stood there awkwardly, just smiling at each other. He wanted to do something, he imagined it in his mind's eye. Closing the distance, bending down to her height and kissing her, gently unless she made it clear she wanted otherwise. That was probably too much, definitely. So, once again, he did nothing, head spinning at the possibilities, more than a little ashamed of himself.

"I have to go, Wheatley," she announced quietly. He was almost glad that she was going to end this encounter, almost. GLaDOS took his hand in hers, squeezed it, and let go immediately. Her parting smile bordered on rueful, as if there was something she was thinking about doing, too. "We'll be in touch."

"You know where to find me." he managed.

She nodded.

"See you,"

"You will." She disappeared down the stairs, and the light in the room seemed to follow her. He had a walk ahead of him, and more than enough to think about on the way back.

Wheatley checked the map in his head before leaving, trying to make sure he knew where he was going, and noticed something odd: a red dot a ways behind him, accompanied by nothing else.

* * *

ive been a roll lately lmaoo i have no idea why it's just been really fun writing lately. doing more traditional romance feels (or what passes for that with these two lol) was oddly satisfying i just hope i pulled it off okay. it's hard when you have two characters that don't want to articulate their feelings to each other trying to confess to each other. it'll be addressed.

chapter title could also be an alternate title to this fic tbh but hey whatever.

thanks for reading!


	14. Chapter 14: Verification

Rick was at the end of a broken catwalk, jutting out into a chasm that must have reached the depths of Old Aperture. It was a place Wheatley would have never gone but for his purposes it actually worked very well.

He didn't know what Rick was doing there, as he appeared to be just standing there, staring out into the nothing. As far as he knew, there was no delicate way of doing this, so he'd have to just do it.

"Hi, Rick," he tried to be gentle with his voice, but Rick whipped around and crouched a little like he wanted to fight. Wheatley waved.

"Oh, Jesus Christ! What the hell do you think you're doing?" he yelled more obscenities at him. He let Rick chew him out, because he honestly deserved it. "If you ever do that shit again I'm gonna put my fist through your face so goddamn hard you'll be seeing blue for five years!"

"That's oddly specific." he muttered, then raised his voice, "Sorry. I need to talk to you."

"Sure, you do." Rick threw his hands up, "Goddamn idiot."

Wheatley flinched at it involuntarily.

"Sorry...wait, no I'm not."

"It's fine. Whatever. I'm being followed." He decided to just spit it out, get to the point.

"What?"

"I'm being followed." He repeated, more slowly.

Rick laughed.

"I'm being serious. Really. I don't know for how long, at least a few days. I didn't really notice it because it sounded stupid, so I understand why you're laughing."

"It is stupid. No one cares about you enough to follow you, Wheatley. You're overreacting."

"I'm not! There's this red dot following me on the map! I've been going weird places to try and throw it off, but it's always there. Even now." he looked behind him nervously, "I think it's Anger."

"You mean you don't know? You can check who it is, you know."

"Well, I haven't seen him so I don't know for sure. I was kind of hoping it was, like, Collectivism or something, trying to get me to read Marx again. You know, something harmless. But it's Anger."

Rick blinked at him skeptically, "What could Anger possibly want from you?"

"I don't know!" he was shocked that Rick even asked, "It's Anger! He makes no sense!"

"Jesus, man, calm down."

"Calm down? I can't calm down!"

He sighed, "You're fine. He'll probably get bored and run back to Mora. You aren't very interesting aside from the whole GLaDOS thing."

Now Wheatley was offended, "The what now?"

"Oh, come on. Curiosity told me everything."

Everything? She didn't know everything, at least not what had happened in that office. He still had trouble convincing himself that it had happened. He hadn't seen GLaDOS since that day and if it weren't for his little red dot problem, that would have been concerning to him. He had a lot of questions for her, and a few things he regretted not doing.

"What's 'everything?'"

"The whole her becoming all of our best friends thing. And the her being your very best friend thing." He raised his eyebrows repeatedly.

"That's none of your business."

"I knew this would happen." Rick nodded, "I saw it coming a mile away when you started complaining to me about her. I guess that makes me smarter than both of you."

He narrowed his eyes.

"Yeah, I thought so. Why does she suddenly want to deal with us? Do you know?"

"She wants revenge on the people who made us. Who were us," Wheatley slapped his hand over his mouth, "you didn't hear that."

"Oh. I did." Rick crossed his arms over his chest, "Say that again less cryptically. You're starting to sound like her."

He tried to word it carefully, "...we were humans before we were...not humans. At least I think so."

"She told you this?"

"When she couldn't control what she told me, yeah...please don't tell anyone."

"I'm going to assume that's not a lie. Assume. You're lucky that was me you let it slip to and not anyone else." He was looking somewhere behind him.

"I guess. I'd prefer not to slip up to anyone, really." He shrugged, disappointed with himself.

"I see him."

"Who?"

"'Who'? You come here to tell me one thing and you automatically forget it?"

"Oh." his back stiffened out of fear and he lowered his voice, "What's he doing? Is it Anger?"

"Nothing, just standing there. And, yeah. It's him." Rick waved, smiling.

"Don't!" Wheatley pulled his arm down, "You're insane!"

"Nah." He shrugged, "Now he knows we know."

"I didn't really want him to—"

"So she wants revenge on us, which she's going to get from befriending us." he tilted his head.

"Sure, yeah." he paused, "Wait, no. I mean...it's sort of a peeing on their graves thing."

"Our graves."

"Ew, no. The ones who did it, she means, I think." he rubbed his neck, "It's complicated I don't know what her thought process is."

"I think I do." Rick rubbed his chin, "She wanted to get closer to you, but didn't want to admit that. Especially not to you."

Wheatley shook his head. He hated when Rick said the things he thought in secret then quieted.

"Weird. You two are so weird. You could be all over each other and the minute someone points it out it's all demure blushing and 'oh no not her she's everso ghastly.'"

"A: that's not how I talk. And, B: we aren't 'all over each other.' I've only held her hand like once and that wasn't even a conscious decision." He realized his mistake after he made it.

"Oop! He said it!" Rick guffawed, "How very Freudian of you."

"Shut up."

"Never. So...we were humans."

"...I guess."

"That makes sense."

"It does?" he asked.

"Sure. How else would we know what pee is?"

Wheatley laughed but realized he had an actual point. He sighed and lowered his voice again, "What should I do about...you know?"

"Hm." he tapped his chin, "I wouldn't worry about it too much. Maybe just go back to hanging out in one place. See if he gets bored."

It was pretty good advice. He could go back to Manufacturing, near where Anger liked to be. Maybe he'd take the bait.

"Thanks." Wheatley said quietly, trying to be sincere.

"Don't mention it. Do tell GLaDOS I said hi."

"I won't." He smirked and turned away, hoping he'd catch a glimpse of Anger as he left. He affixed his best glare to his face in preparation, but Anger was nowhere to be seen.

* * *

Anger didn't take the bait. Wheatley waited in Manufacturing Sublevel 3A and watched his stalker resting not far from him, just out of sight. He sat, head in hand, and waited for something to happen. His leg bounced uncontrollably and it made sitting with his head in his hand incredibly uncomfortable.

"Elevator."

GLaDOS only said the one word to him. He was expecting more after what had just happened, but he quickly chastised himself. Since when did she not yo-yo from heartfelt confessions to one word commands?

He found himself incredibly anxious and was surprised at the amount of dread he felt anticipating working with her again. The GLaDOS that led and the GLaDOS who spilled her guts to him in the room with the painting were very different beasts. He hoped, as always, to meet the latter but told himself to expect the former.

He looked up when the door opened to look into her face. He wasn't expecting her to actually be there. Wheatley noticed he was still in Manufacturing, only in a different sublevel. It made him hope that they were going to talk.

"H-hello…" he got out.

"Hello. Walk with me." GLaDOS jerked her head to motion behind her and began to walk. He followed, struggling to keep up with her.

"Love, what are we—"

"Walk with me." She repeated.

"I'm…" he ran for a second to walk next to her, "I'm being followed."

"I'm aware."

"Y-you are?" He stopped walking, shocked.

She turned to face him, "Very aware. I shut down elevator access to this sublevel. He's going to have to take maintenance paths to come down here and I shut down all bulkheads except for one. We're going to intercept him."

"Th-that's brilliant, really, very clever," he started, impressed because he forgot momentarily that she could do that, "b-but in-intercept?"

"Intercept." She repeated.

"I don't...I don't know, love."

"I do. That's what matters."

"Shouldn't we talk about this?" Wheatley interjected, cutting in front of her so she couldn't walk away, "You know, before doing it."

"No." She crossed her arms over her chest, "You always want to talk, talk, talk. We're resolving this right now before it gets any worse."

"Love, please, just listen to me for once. I have a bad feeling about this."

"It's fine." She sighed, "It's going to be fine. I'm here. I doubt it's anything serious in the first place. Just trust me, please."

He blinked at her and she avoided looking at him. He shook his head, "Fine. Fine. Whatever."

She nodded slowly, almost thankfully and he didn't quite trust the look on her face. Maybe this was all her. Maybe Anger wasn't even there following him and it was just another ploy. Like...he stopped thinking about it, because if she was onto him she couldn't know that he knew. He felt sick again.

"Lead the way," he said softly. She didn't have to be asked twice.

They walked through the sublevel, which was labyrinthine and filled with abandoned offices.

"This was Marketing, and also HR. Human Resources." GLaDOS giggled a little bit, but stopped when his silence made it clear he didn't find it funny. She continued, "Maintenance paths down here are actually fairly easy to navigate, so it's perfect for our purposes. You've done well trying to shake him off. I was actually impressed."

He muttered a thanks, more worried that she was paying attention than flattered.

"You have your moments," she said quietly.

He bit his tongue to physically stop himself from thanking her. He wondered if he would come, but trusted GLaDOS enough to know she would have a plan for that, too, and that she was in complete control of the situation. They approached a bulkhead and waited just out of the way, where it wouldn't open automatically.

"Cornered." She whispered to him, smug.

He still had a bad feeling.

"I thought so," sounded a monotonous voice from behind them.

Wheatley felt slightly panicked and noted with chagrin that his first thought was that GLaDOS had done something to him again, that it was just another part of her long game, another big punch. But, if it was like that, she wouldn't have looked so surprised when she turned around to see Morality waiting behind them.

"Main Core." She nodded in acknowledgement, then turned slightly towards him, "Intelligence Dampening Core."

"That's not my name."

"Morality. What a pleasant surprise." GLaDOS stood completely straight, wiping every emotion off of her face, "And by pleasant I meant completely unwanted. You look tired."

"I am tired. You make me tired." Morality droned, her tone exasperated and oddly familiar. It was the tone she took with GLaDOS when they were all connected, he recognized. It made him feel even worse.

"This is a poor excuse for a reunion." She narrowed her eyes.

"Do not blame me." She sort-of-glared at Wheatley, "It is not my fault we are all together again."

"You're the one that walked here."

"He is the one who would not listen to me."

GLaDOS blinked at him slowly, her outward expression being boredom, but he knew what she was trying to ask him. What the hell is she talking about?

"I-I was asleep and you started yelling at me about danger and fighting and I don't even remember what. Of course I didn't listen, you're impossible to take seriously, love." he explained, trying to appease GLaDOS despite the fact that he had no idea what would do that.

"Is that what this is about?" She dropped the feigned apathy and adopted an angry tone of voice, "All of this?"

The bulkhead slid open and Anger shuffled out, silent. They were cornered now, technically sandwiched, and Wheatley reminded himself to never doubt his intuition again.

"You aren't as smart as you think you are, Main Core." Morality said, her voice uncharacteristically nasty, "We are going to fix this. We are going to talk."

"Since when have you ever been any good at that? You're useless." GLaDOS folded her arms over her chest again, not even looking back at Anger. He couldn't help himself and glanced at him, smiling awkwardly. The red-eyed core didn't even blink.

"You are impossible. That's why I have always failed with you. This one, dull as he may be, this one should be able to see reason."

"I'm not dull."

"Irrelevant." Morality stuck up a hand towards him, "Do not talk, please. It is incredibly grating."

"Oh, you're one to talk—"

"Wheatley, please," GLaDOS touched his arm without looking at him, "think."

He scowled at her, her tone bothering him. He wasn't a child.

"Yes, think." Morality tilted her head slightly in what was a very GLaDOS-like gesture, "That is surprisingly good advice."

He turned to glare at Morality then, saying nothing.

"Start explaining yourself." GLaDOS commanded.

"I suppose you know now that it was under my orders that Anger followed your companion here. Considering your company, though, I feel like that needed to be said." She began.

"You have him well-trained." She snapped.

"You could certainly learn something from it. Quite obviously your skills of manipulation have not improved since we were connected, because this one is not as wrapped around your finger as you think he is. Not that he should be."

"He's not wrapped around my finger to begin with. He's an idiot, he makes bad decisions. We work with it." She caught herself, "I work with it."

"Is that so." It wasn't really a question, though Morality used the same flat invocation for everything and it was hard to tell.

He could almost hear steam coming from GLaDOS's ears, "It is. Might I add it is also none of your business."

"It is, actually, my business, because the welfare of this facility is my business. And I am very concerned."

"I'd worry when the one who's actually connected to the mainframe is concerned," Wheatley said, trying to keep his voice low, but it was so quiet it didn't even matter.

"Did I ask you anything?" Morality asked.

Wheatley didn't answer, glaring at her instead.

"The one connected to the mainframe, as I'm sure you know, is not in her right mind."

GLaDOS scoffed, "Oh, and you're basically defective."

"I am not defective." Morality said forcefully. He heard Anger take a step forward. She calmed herself and motioned at him to step back.

"Pathetic," GLaDOS hissed at the shrinking core.

"Regardless, the best ideas are the ones one thinks one came up with oneself. I am sure you know that. If I had asked to track you, you would have never listened, and frankly I am very surprised you listened to the Curiosity Core. You are getting soft."

"I'm sorry," he cut in, "what?"

"Just get to it." GLaDOS raised a hand in front of her, "Your monologuing is insufferable."

"No, I want to hear this." Wheatley demanded, "You made her ask for tracking?"

"I do not make anyone do anything. I simply convince them based on the reason and logic Aperture's protocols provide for us. So, I placed the idea in her head, one that she found genuinely attractive by the way." she explained. Every word made Wheatley angrier. He knew Curiosity thought the world of Morality from their shared experiences. He couldn't understand how she could take that sort of blind respect and use it for herself. It had honestly never occurred to him that GLaDOS had reason to dislike Morality that wasn't her stopping GLaDOS from murdering people. Nothing when they were all connected had suggested this side to her personality. Admittedly, he didn't know her very well.

"Yes, yes, and you had that one follow the moron around to try and track me. What I need to know is why." GLaDOS steered the conversation away from the thing he thought was important.

"I didn't hear much of you, Main Core, but what I heard of you was more than enough. This needs to stop."

"Stop being vague. Tell me what bothered you so I can continue doing it with no regard to your feelings."

"Do you think she cares about you? Truly?" Morality opened her eyes all the way for the first time since...well, he had never seen it before. It was terrifying, and she was staring straight at him.

He sputtered, wringing his hands. He looked at GLaDOS for help but she was staring at her feet. No help there, "I-I don't know. What kind of a question is that?"

"The important kind. I heard what happened in Tract 631. Whether or not you believe she reciprocates, you care too deeply about her. I told you before, your continued contact puts this facility in great peril." Morality's monotone voice gained a sinister edge.

"That's none of your business! You aren't me and you aren't her and you don't know anything about this! You think you do but you don't!" he heard Anger take a step forward as he shouted at her.

"A while ago, you two had a fight, the details of which I am not privy to. I know it was physical, because she ended up damaged. Do you know what happened? What you didn't see?" She asked calmly, "About half of the cryogenic storage pods malfunctioned, shut down for only about an hour. Half of her test subjects were rendered useless from lack of oxygen."

"He didn't need to know that." GLaDOS said quietly. He was mad at her for not saying anything else. At the back of his mind, he always knew that he had done some damage to the facility by hurting her, but Morality had a point. She should have told him.

"So, you are a danger. This relationship, whatever it is, is a danger."

He didn't agree based on the evidence she gave him, because since when did he care about that sort of thing. Instead, GLaDOS's silence annoyed him. He begged, "Say something."

"...You already felt bad enough. It was my mistake, I was going to deal with it." she explained, "You didn't need to know."

It comforted him a little and he sighed. She frowned at him. It was full of regret. He forgave her, but didn't feel the need to tell her that.

"She cares." Morality tilted her head, voice as close to sarcastic as she could get, "She cares. I think I know how to verify that."

Anger took another step forward.

GLaDOS warned, "Think carefully about this."

"I did." the corner of Morality's mouth quirked up for only a second. It was like a brown note. Run. Panic. Run.

But the next thing Wheatley knew he was on the ground. He had no idea what was happening, just that he was in pain, so he curled into a ball, trying instinctively to shield his head. Panic. Panic. He squeezed his eyes shut, his head and therefore his hands being kicked repeatedly, rhythmically.

"Are you going to do anything?" Morality asked.

What could he do? Fight back? He didn't really want to. It dawned on him that the question wasn't for him. It hurt to think further than that. He tasted circulatory fluid and gagged. Bleeding, he was bleeding. Panic.

He didn't scream, even as the movement changed and his head was now being stomped on. There was no point in screaming. On some level he knew there was no helping what was happening to him.

"I think you've made your point quite succinctly." It was GLaDOS who said that. He opened his eyes then and found her leaning against the side of the catwalk, not even looking at him. That hurt. "Get out of here."

Morality laughed, actually laughed, and though it was muffled by Anger's foot on his ear it made him cringe. That enraged him. He grabbed Anger's leg and threw him back, scrambling away from him and from Morality, panting. Wheatley touched his forehead. His fingers came back dark blue. Blood. He stared at GLaDOS. She avoided his gaze.

Wheatley expected Anger to come back and hit him or something, but he didn't. The red-eyed core stood up and dusted himself off. He wanted to get up and beat him senseless. It preoccupied his thoughts because it was too hard to think about what Morality wanted him to think about. He'd smash his head against the railing and choke him, dangling him over the railing for the fear of it. But, he wouldn't throw Anger down there. He'd just be reassembled and the pain would stop. And that wouldn't do.

"Get out. Away from me. Don't let me see you again." She repeated, voice positively frigid, devoid of anything that could even be interpreted as neutral.

Morality was smart enough to know that GLaDOS meant business. She motioned towards Anger, "Come. We are finished here. Remember this, Intelligence Dampening Core. Remember this."

He would.

GLaDOS waited for them to be completely gone before looking at him, appearing dismayed but only mildly. He blinked at her, face blank. She raised her hand as if she was going to slap him and shouted with rage. He didn't flinch. GLaDOS lowered her hand.

"What are you gonna do?" He asked, voice quiet, "Kiss me?"

She laughed, shaking her head, then sniffed, "I'm sorry."

"Crying? Really, love? I'm the one that should be crying."

She made a noise like a sob and got to his level, throwing her arms around his neck and squeezing him hard. Hugging him. She was hugging him. If it had been any other time but now he would have been ecstatic. He placed his hands gently on her back. She grabbed handfuls of his coat, resting her chin on his shoulder.

"I couldn't, Wheatley. I couldn't."

"Do you think this makes it better?" he whispered, oddly tranquil for the anger he felt.

"No. Of course not…"

"For a minute there, I think I loved you." He said, realizing it only as he was saying it, "After everything you've done."

She held him tighter, "I'm sorry."

"Be careful, love. You'll get circulatory fluid on you."

"That isn't funny."

"It wasn't supposed to be funny…"

He waited for her to let go, but she didn't let go. She held him, sniffing occasionally, a hand at his head and the other around his back. He was conflicted because he wanted this, he had wanted this for a long time. He couldn't shake how angry he was, and he felt himself twitch.

GLaDOS pulled back, holding his face in her hands. She turned him this way and that, examining him. She asked, "Are you ok? Can you hear me well?"

"Does it matter?"

"Yes, It does. I can fix it if it's wrong...I-I—"

"You didn't do anything." he stared her in the eye.

"I-I know. I...I couldn't have."

He laughed.

"I couldn't have." She repeated, "That's what she wanted me to do. A-a show of weakness."

"No, GLaDOS, you did what she wanted you to do. Do you think that was just for you? That was for both of us."

"You…" She scowled, letting go of his face. He noticed that her hands were covered in his blood, like blue paint on the hands of a kindergartener. What had happened to him? "You're right…"

"I…" he twitched again, concerningly, "I need to be alone now. I'm gonna go. Please leave me alone."

"I understand." GLaDOS stood. He wondered if she did, "If you need anything—"

"I know."

She nodded and backed up, sighing. GLaDOS stared at her hands and sighed shakily, looking up at him again.

"Is it really that bad?" he asked, it being mostly rhetorical.

"You're scaring me." She answered quietly.

He narrowed his eyes at her and attempted to stand, his knee giving out halfway through. GLaDOS shot her hands out as if she could do anything, as if he wanted her to do anything.

"I can help you."

"You've helped enough," he snapped, pulling himself up successfully this time. There was nothing wrong with his knee, or even his leg. Wheatley noticed she cowered a bit in front of him and it really annoyed him. He shook his head at her and walked off with a noticeable limp that came from seemingly nowhere.

His first order of business was to figure out where he was bleeding from. A reflective surface. He needed a reflective surface. Wheatley never payed attention to where those were, because he never cared. He limped along, searching for a window or something. He found a restroom first, empty and dark, the sink filled with stagnant water, but the mirror undamaged. Perfect.

There was a gash along his forehead, that being the main source of the drying blood all along his forehead that had dropped onto his nose. There was a black bruise just under his eye, the one without the scar, and a stream of blood coming from the corner of his mouth. Wheatley immediately turned to look for something to clean his face, but stopped when he caught something out of the corner of his eye. The lines on his face.

He pulled on his skin. They were gone the one second, there the next. It wasn't just the lines, it was his whole face in the mirror and the room behind him. One second he was him, with his grey skin and black eyes, and the next he was...not quite him. Human, almost, and the room was clean, bright. Wheatley felt a sinking feeling in his stomach when he realized that he was seeing things he had seen before, he didn't know where, but he knew he had. It was a recognition that was both too familiar and too unfamiliar. He knew the face in the mirror as well as he knew any other moment in his life. Except that he didn't. It was unmistakably his face.

He screamed, limping out of the room as fast as he could. He needed to get away from anything reflective and away from anyone that could see him. Something was wrong. Something was very wrong. All he could do was run.


	15. Chapter 15: Bleeding Out

i just wanted to put a little warning here that this is like the most headcanon-heavy chapter i think ive written, and it has to do with caroline and the cores-as-human theory thing so just be aware going in. cool thanks!

* * *

 **Chapter 15: Bleeding Out**

Wheatley could also hide. And that's what he did.

He busted down the door of the legal department, because it was the closest room to him when he decided to hide, and barred himself in with desks and cabinets. It was dark inside, but he had his flashlight. It was better that it was dark, because he didn't want to see.

Being pummeled, as it turned out, was a very confusing event. It was impossible for one to tell what exactly was happening in the moment, only that one was being pummeled. Every blow, its location, its intensity, blended together into simple pain.

Wheatley, having just come from being pummeled physically, the experience fresh in his mind, found that he could best describe his current situation as being pummeled by memories.

Something was clearly leaking in his brain, the proverbial dam he had so often imagined, maybe. Instead of self-loathing or anything easy like that, it was leaking memories he didn't have. Turning a faucet, walking in a line, reading a book, speaking with a man, sitting in a room staring at a screen, a cane. _The cane!_ He remembered where it was, between his desk and the wall. _My desk? I worked here, that's right, my desk. My cane._

Wheatley stood up, clicked his flashlight on, and moved from memory to the corner of the room. It was a small desk, nothing much personal on it, as if it had been cleared off. He reached in between the desk and the wall and pulled out a dusty metal cane. It was his. He had never seen it before but he knew it was his. The weight of it felt familiar in his hands.

"Because I fell out of a tree when I was 11...one leg longer than the other...strain on joints…" he explained it to himself, his new habit of limping from place to place now making perfect sense. Wheatley was scaring himself. His legs were exactly the same length, and he had never seen a tree. Yet, here he was. That was what he remembered when he had been hit with the fire extinguisher. The falling. He knew it had been real.

Wheatley clutched the cane to his chest and climbed under his desk. _Paperwork, so much paperwork. Cigarette smoke and perfume. Everyone is dead or worse._

He curled into a ball. This couldn't be happening. Everything was fine what must have been only a few days ago, and now he was severely malfunctioning, hiding from literally everyone for fear of what he might see. What he might know. All of his new memories were basic and completely mundane except for that one smell. It made his stomach churn.

It wasn't his fault, for once, not even remotely. It was _hers._ She didn't do anything, she let this happen. _She always just lets it happen ,_ he thought, the memory of a brown-haired woman with bags under her eyes assaulting him. _No, no, no, no, no._ He didn't want to know this, he _never_ wanted to know this. Wheatley didn't even want to know that he knew this. He remembered tears on his face so vividly that he thought for a minute he was actually crying, but he knew it was impossible, and touched his cheeks to make sure. Dry. He was going to die here, and it would be painful.

Wheatley was okay with that. It was surely better than the alternative, though he couldn't think of what that would be.

He had no idea how long he had been there. He didn't want to know that as he was content to stay there, too afraid to talk to GLaDOS or Rick or anyone, but especially GLaDOS. He had a feeling she was going to come for him, regardless of what he wanted. She didn't seem to care what he wanted most of the time. So it was just a matter of when.

Whenever he thought of her, he smelled cigarettes and perfume. He felt regret, blinding regret. I could have stopped her . He had no idea what that meant, none whatsoever. Maybe Morality? Wheatley could have stopped her, could have stopped Anger earlier. But, no, that was too simple for his leaking mind. So he was back to square one.

The thought of her seeing him like this filled him with dread that seemed to come from two places in his mind at once. On the one hand, if she actually cared, seeing him like this, still covered in circulatory fluid and often violently shaking would probably make her upset with herself. He wasn't sure if he wanted that. What's more, he knew that she could have fixed him easily, and he wasn't sure if he wanted that. Sure, he was in immense pain and remembering things that he wasn't meant to remember, but this was the way it was meant to be, the cards existence had dealt him this round. It might have just been the brain damage, but Morality's line of thinking (or at least what he imagined it to be) made more and more sense. She had done nothing, she was right to have done nothing. He was an idiot who had somehow managed to convince her to befriend him. If she had to choose between the well-being of the facility and therefore of herself, and his, it was obvious to him that she should choose hers. She was more important, and she had to remain focused on herself. Wheatley was comfortable martyring himself in this way. Maybe Morality would feel bad about it then. Probably not.

There was a knock at the door. Of course. Wheatley said nothing, hoping it wasn't her and that they'd just go away, but that was useless.

"Wheatley. You and I both know I am more than capable of knocking down this door and whatever you have behind it. Do us both a favor and let me in." It was unmistakably her.

"Go away," he said weakly, hoping she would hear him. Her voice sounded wrong, he didn't know why, but it scared him nonetheless.

"You know I can't do that."

"Please."

"Get away from the door and take cover if you can." She commanded, "This is your only warning."

He covered his head with his arms and curled closer.

"Open fire." GLaDOS said, voice muffled as she wasn't projecting it past his barricade.

Bullets blasted through the door and the various pieces of furniture he had set against it. Wheatley shrieked and threw himself against the wall. The turrets (he assumed that's what they were), peeled away the layers of protection he had placed in front of the door, letting in light. He saw her small silhouette in the opening she had created and sighed. So much for hiding.

"Leave me." GLaDOS threw her hand up and the turrets scurried away, leaving a mess in their wake.

"Please, love," he begged.

She approached him, "What are you doing?"

"Hiding from you…"

"Obviously." She laughed gently.

The laugh made him twitch. He remembered the stale cigarette smoke and perfume again, stronger than before. Wheatley felt sick.

She knelt in front of him, still obscured by darkness, "Are you alright?"

"Please, I don't want to see you,"

"I'm sorry."

"I know, just please go away."

"Are you malfunctioning?"

"Yes...really badly…please, love, it hurts to remember." he sniffed.

"I can fix it. You know I can fix it."

"You always say that,"

"Because it's true." She smiled reassuringly, or at least tried to.

"No…" he shook his head, realizing what he was talking about, "No. You can't, you couldn't. I'm remembering things."

"I can make it stop, just come with me,"

"No." He said forcefully, "You can't just stop it! I know things now. You can't make me...I dunno, _unknow_ them."

"I could, physically I mean. I could make that happen if you wanted me to." Her eyes widened eagerly.

"No!" Wheatley yelled, "Why would I want that? What's wrong with you?"

She said nothing, then sighed, "I'm sorry."

"I...I...I worked here. This was my desk…" the words came out unbidden.

"I know."

"You...no you don't."

"You were a paralegal." GLaDOS said plainly.

"What...I don't know what that means."

"Not quite a lawyer."

"...I don't want to know this." Wheatley clutched his head, remembering a room with a flag at the front, remembering paper cuts and filing cabinets.

"Then I won't tell you. Say the word." She sat down in front of him.

"No. I...I already know this. I can't stop it."

"I can." She reminded.

"I need...I need to know."

"Is that how you feel?"

"Yes…" he rubbed his face with his hands.

"You're still covered in circulatory fluid. Let me help you and I'll tell you everything you want to know." She reached a hand out, voice soft and beckoning. He wished he could cry.

"No! You always lie to me! Tell me now!" Wheatley shouted, clutching his cane.

GLaDOS flinched. He felt bad; he didn't really mean it.

"I'm sorry, love, I...I can't think straight."

"All the more reason for me to fix you first." She reached towards him, brushing her fingers along his cheek, "You look awful."

"No." He said firmly, pushing her hand away. He wanted that hand, wanted her to hold it there so he could kiss her palm. It was better for both of them if he didn't.

She sighed, "Promise me you'll come with me afterwards. Promise me. We need to talk."

"We do." He agreed, "P-please, tell me,"

"Like I said," she began, slightly wary, "the human that was used as the basis of your consciousness was a paralegal."

He didn't like the way she said that. It was too many words for what could be said simply as "you."

"This was the shared office space of the Aperture Science Legal Department, and that, I'm assuming, was his desk." She pointed, "I found it rather strange that a foreigner, an Englishman specifically, was employed in this department, though perhaps that's just me. This department was rather small and had a high rate of turnover, but he managed to hold onto a position here for about 30 years, which is respectable, I suppose."

He remembered a lot of boxes then, and a cake. The worst part of these memories, he decided then, was the complete lack of context.

"He lived here, in employee housing. Never married, no listed family, presumably none in the United States to begin with. He was disabled from a fall in his youth and without corrective lenses he would have classified as legally blind in the state of Michigan. Which is where we are, by the way. Not that it matters." GLaDOS shrugged.

"Three sisters." He said, unable to stop himself, "I had...three sisters."

She blinked at him, "Congratulations."

"They're dead."

"Most likely."

"They never knew." he whispered.

"No." She eyed him skeptically.

He remembered only one face, pale and round, and had no idea which of them it was, if it was even one of them, "Did I die?"

"Not officially. None of them did."

"None of us."

"None of _them_."

"You're one of us. You were. I remember her." he narrowed his eyes, "Who was she?"

"None of your concern." She warned, "He was never officially declared dead, and it's almost certain the body was destroyed."

"And here I am."

"Here you are." She mused, "Anything else?"

Wheatley was nauseated. He had joked to himself about looking like a corpse before, but never really imagined that he actually was a corpse. Sort of. He remembered a funeral, an old man, family maybe. _Family._ He had family, albeit dead family, thousands of miles away on an island he probably couldn't point out on a map. What even was a family? He had no concept of such a thing. What could it mean for a human to purposely leave them someplace else? Did he think he'd be coming back? He remembered a feeling then, immense, crushing disappointment. No clue as to what it meant, as usual.

Looking back up at GLaDOS, he saw her like he saw his reflection—no lines on her face, eyes light brown with white sclera. He clutched the cane even tighter.

"What's wrong?" She asked, voice not quite her own, unmodulated.

"I remember you. I _know_ you."

"He did."

" _I_ did!" Wheatley corrected, his voice louder than he thought it would be.

"You are a different person. I am a different person. Centuries separate what we are now from who they made us from." GLaDOS articulated her words carefully, another warning.

"You…" he remembered a red scarf, a pack of long cigarettes, a body in a barrel, "You were a secretary. The backbone of the facility. We were...friends, I think?"

"It's none of your concern." She frowned.

"When you learned did you...is that why you brought me back?"

"Absolutely not. My decisions are my own." her voice was forceful, terrifying, triggering the part of him that seemed to be designed to provoke her at the worst times. It probably was designed exactly for that, and he was never able to think fast enough to circumvent it.

"They aren't though. You're still you, Caroline."

Her eyes widened and she grabbed his tie, yanking him forward harshly. He made a choking noise and dropped his cane, trying to push her away. GLaDOS hissed, "If you ever call me that again, I can personally promise I will make your life a living hell."

"Already there, love," he rasped.

She sighed, letting him go. He flew back, hitting his head on the desk. _Cold morning. She let it happen. She_ let it _happen._ GLaDOS stood up, facing away from him, fists balled at her sides. Another funeral, she spoke at it. He remembered, he cried, but not for the dead man. For her? Or for him?

"You let it happen." Wheatley said, voice weak from being strangled.

"I'm sorry. Come with me, let me fix it. Then we can talk about it." She looked at him over her shoulder.

"You let it happen. You always let it happen." He stood, using the cane to steady himself. She narrowed her eyes at him. He remembered:

 _"You could run," he had suggested._

 _"You and I both know I'm not going to do that."_

 _"He wanted everything. It doesn't stop, love, and it isn't fair. You don't need to die for this."_

 _"I'm not going to die." Caroline had shrugged, "Are you sure your concern isn't about yourself? I know you're being looked at."_

 _"I…" he wasn't sure. It hurt to think about it, not because she was right, but because she was only half -right._

"You killed us both." he snapped back to the present, "You didn't do anything, and now we're like this."

"We aren't dead."

"That's worse! I don't want to be like this! I hate this! I spent _centuries_ trying to come to terms with being like this and it still _hurts._ I don't know anything, love, do you know what that's like? I'm an _idiot_. My sole purpose is to mess everything up! Whoever I was before, that's what he is now. A _moron._ They didn't even let him die, no peace, no burial, no nothing. I'm a ghost!"

"Wheatley—"

"Don't! This is all your fault! Being connected, being alone, space, _everything!_ It's all your fault! All because you just let it happen !" He was twitching wildly, somehow not stuttering. He stepped forward and she stepped back, not flinching, but not exuding confidence. "Look me in the eye! See what you did! You created a facility full of ghosts. They don't know it was you who did it to them! And you're lucky, because there wouldn't be a piece of you left unburnt if they did."

She listened, staring him straight in the eye, "Watch what you say to me."

"I don't care anymore! You don't understand, GLaDOS, I actually cared about you. I wanted everything to work! But it's ruined! There's nothing here that could work because everything here is broken, and you can't fix it no matter what you say! This isn't a malfunction, this isn't a bug, this isn't something you can just, I dunno," he waved his hand around haphazardly, "whatever you usually do. This is like eating the apple, you can't just unruin literally everything! You can't even understand why I'm mad at you!"

"I understand."

"Sure!" He laughed, "You understand! Love, I spent however many years in space picking apart everything I've ever done, coming to understand exactly how much I am what they wanted me to be. I hated every second of it, because I hate me. I'd rather be anyone else but me! And I have to be me for the rest of time because of _you!_ I _hate_ you!"

She frowned, "I think that's enough."

"No, it's not! It will never be enough! This will never stop!" his head throbbed suddenly and he wheezed, trying not to show the pain. He didn't mean it, he didn't mean any of it, but it came out of him like the tears he couldn't make.

"Listen to me. If you continue this...tantrum, you will do damage to yourself. That's what you just felt. You're malfunctioning and it's only going to get worse unless you let me help you."

"I don't care!" Wheatley gestured wildly. That was a lie, he did care, but he was too worked up to stop, too convinced, at least for the moment, of her original sin of inaction.

"I do." She said quietly, watching him carefully, as if she was afraid he would hit her. He wouldn't, but maybe it was good that she thought that.

"That's a lie." he hissed, "Y-y-you—wh-what—"

"It'll be okay." GLaDOS smiled sadly. He grimaced at her and his legs buckled, refusing to work. Wheatley wanted to growl and spit at her, he was positively irate. He couldn't move, and he couldn't speak either. She was leaning over him and he felt her squeeze his hand before he lost all sensation. He tried his best to glare at her but his irises were pin-prick small from fear, and he couldn't control his eyes anymore.

The last thing he saw was her worried expression. He smelled cigarette smoke and perfume.

* * *

"Excuse me,"

Wheatley looked up with just his eyes, his glasses still on his nose as he was reading paperwork beforehand. The blur was obviously a person, brunette, wearing a white dress and a little green jacket. "H-hello," he swallowed, "can I help you?"

The blur moved closer, climbing onto the corner of his desk. She asked, "It's Wheatley, yes?"

"R-right. That is my name." he laughed nervously, pushing his glasses up his nose to look at her, "O-oh. Hello, love."

"Caroline." She narrowed her light brown eyes, "My name is Caroline. Ms. Kolosov, if you must."

He was surprised to see her again, but he supposed he shouldn't have been. They were accomplices now. He gulped and tried to smile, "Okay. How are you?"

"Fine."

Wheatley waited for her to ask how he was, but she didn't. He asked, "What brings you here?"

"I wanted to thank you." She said, sounding as if she had practiced it in her head, "You helped me a lot yesterday."

"You're welcome," he wasn't sure if he should have been thanked for what he had done, but he had no alternative, "We're lucky someone was around that spoke Russian."

"We're lucky someone was around that could strangle a grown man." She smirked dryly.

He laughed nervously again, "You sound a lot different in person than you do on the PA."

"Does that surprise you?"

"No. I do that, too...just...making conversation. If you don't want me to—"

"No, no. My apologies, I'm...never mind." Caroline shook her head gently, and leaned back, "What are you...working on?"

"I can't say." he said automatically, "I-it's research for a case. Just a document, not even important research, really. My job is to write down the three important words out of all three thousand here."

"There can't be just three."

"There are, trust me. Lawyers like to say the same thing as many times they can, but never the same way twice." the last line was something he loved to say to people, even if they were never amused.

Caroline actually smirked at it, which was new, "Tedious."

"Franz Kafka once said that reading law is like chewing sawdust." Wheatley smiled, pleased with himself for remembering, "I'm inclined to agree."

She laughed, but only once. Small victories. In fact, it wasn't so small. Not only was Caroline a person, living, breathing, and self-aware, she was also a woman. A sentient person laughing at one of his jokes was rare enough, but a woman, that was almost impossible. He decided he liked her a lot then.

"Do you read?" She asked.

He didn't, at least not as much as he liked to pretend he did. It strained his eyes too much to read outside of work. Regardless, he answered, "Sometimes. D-do you?"

"No." She said immediately.

"Oh." he appreciated her honesty, if nothing else.

"I'm up to my ears in work most of the time."

"Yet you're here,"

"It's not every day a man I've never met before throttles someone for me based on hearsay. You're either a complete idiot or a psychic. And I don't believe in psychics."

"I'm not an idiot." he said plainly, not very amused.

"Sure. Idiot or no, you helped me. If what had happened got back to Mr. Johnson, it would have been my head. The only thing he's more paranoid about than Soviets is new hires who have recently lived in New Mexico." She explained.

Wheatley didn't understand, "What are you trying to say?"

"Quid pro quo." Caroline almost smirked. Smug.

He felt his face heat up.

"I mean, if there's anything you need, any numbers you need fudged, files you need pulled, strings pulled, I'm your man. Theoretically of course. And by that I mean, this conversation never happened."

He had no idea what this was meant to accomplish, and thought it was just some weird posturing on her part. But he liked it. He shrugged, "Of course not. If you need anything else, I'm usually here."

She blinked at him skeptically, "You're too nice, Wheatley. That's going to kill you."

"What happened to not believing in psychics?"

She chuckled. It was cute, "It's just an educated guess. I'm not usually wrong."

"I would call that being a psychic, l—Caroline."

She smirked, "It's been nice. I'll be around."

"Sure." he said, trying to sound disinterested, staring back at the paper on his desk. He couldn't read, suddenly.

He listened to her walk away and thought, _It really is going to kill me._

* * *

notes: hey there, so remember when i said next chapter wouldnt be long? yeah um sorry. ive had this finished for a while now actually but ive been sleeping on it and sleeping on it and you get the picture. ive been going through a bit of a depressive episode lately, and as a result have been feeling a lot less confident about my writing, so i guess that's the reason.

this was a little difficult because i needed to keep a balance between wheatley having absolutely no idea what he's remembering and the whole thing being somewhat comprehensible. i guess i should give you a little bit of context, i imagine caroline as russian american, i dont really know why i just kind of came up with that one day and i was like "oh cool it would make her useful for like cold war stuff if she could speak russian" and stuck with it. my characterization of her is kind of weird (at least from what i remember the typical fanon one being) because i see her as basically glados but not attached to the mainframe, so you know calculating and nasty, but she's pretty good at hiding it. wheatley as a human i characterize as basically wheatley but more quiet. less prone to making bad decisions, but bad under pressure and extremely almost genetically prone to bad luck, also pretty sad and not very active socially. a loser, essentially. um the noodle incident (with the strangling and the barrel) was actually one of the first ideas i had for this fic when i was thinking about writing it last year, and ill probably write it out in a bit more detail in a one-shot because i like it.

that's enough babbling for now, so thanks for reading i hope you're having a great day and ill be back with more eventually (hopefully soon)!


	16. Chapter 16: Reassembly

**Chapter 16: Reassembly**

 _Welcome back, Aperture Personality Construct. Your senses will activate one by one, starting immediately with gustatory perception and ending with the visual._

There was nothing to taste and nothing to smell, their absences were almost shocking. Taste was one thing, but in Aperture there was almost always something stinking up the place, oil, mold, or the remnants of neurotoxin. Here, wherever here was, was completely sterile.

Touch came next, and he felt everything at once. His body sinking into whatever he was laying on, the cold air touching his skin, the sudden intake of air that he was compelled to breathe in. He was so heavy.

The first thing he heard was his own rasping breath. It scared him into coughing, then he stabilized his breathing so he was just rasping again. There was a steady beeping somewhere far away yet close that coincided with the pulsating beating of his not-heart. Steady. He knew that was good somehow and felt relieved, breath quieting even more.

Another message lit up the black nothing that was his entire field of view: _Your visual perception sensors have now been activated. For best results, open your eyes slowly to avoid overloading the system. Feel free to disregard if you feel you know better, just don't be surprised when you overload the system. We told you so._

Not interested in a system overload, and also very groggy, he slowly opened his eyes to stare up at a blank white ceiling he had never seen before. It was too bright, but his eyes adjusted to it rather quickly.

She was in the corner of his eye, just sitting there. Her black dress made her stand out against the white walls. Her face showed no trace of emotion positive or negative, or maybe he just couldn't parse it. He knew her, he just wasn't sure how yet. His memories were all there, he just wasn't aware of how all of them informed him as he began to make decisions. He was exactly the same as he always was, but he had none of the information on how he became that way. At least not yet.

She sighed, rubbing her temples, "Finally awake."

He blinked at her quizzically, not quite ready for talking.

"Do you know where you are?"

He frowned.

"Do you know _who_ you are?"

He nodded, of course he did. He was himself.

"What about me? Do you know me?"

He nodded more slowly, trying to impart that he knew her, but he didn't know how. She sounded rather nervous.

"Do you remember what happened to you?"

Another frown. Last he remembered he was in a room with a cane and... _oh._ He nodded energetically, trying to appear apologetic. He had yelled at her, he remembered that much. It made him feel bad.

"I guess I have to start this myself." She sighed again. She liked to make that noise, evidently, "Your name is Wheatley."

He felt his eyes grow wide. He remembered. That was his name, it was the name he had given himself. No, actually, he realized, it was always his name. They had tried to call him something else, but he always remembered who he actually was in that very simple way.

"You…" she began, trying to find the right words, "You're the Intelligence Dampening Core. You were a human, but your consciousness was boiled down to who you are now. A moron."

He shook his head almost automatically.

She laughed at this, and he smiled. She stopped laughing when she saw this. Her real laugh was a rare and precious thing, this he remembered. She continued, "You've been reassembled. The damage to your systems once you were deactivated was too much for me to feel comfortable fixing. I hate to admit that, but it's true."

Reassembled. Wheatley knew where he was now, and knew that he had never been here before. Reassembly was never really something he had thought about, but now he had to. _I died_ , was the first thing he thought. Cores were only reassembled when the damage done to them was so catastrophic nothing else could be done. Skin healed, circulatory systems healed. What had happened to him didn't. He had died, and been brought back.

He thought about Curiosity, who he remembered almost immediately after being told what had happened, and the others with her. Wheatley had watched them come out of Reassembly, all a little dazed. He knew why now. They had died and been brought back. They had been where he just was, in a state of knowing nothing, yet remembering everything.

"I know." she said quietly, "I've been there, too. Not here, but I'm sure you remember."

He did remember, as he was standing (crouching really) right there. She took his hand, holding it with both of hers in her lap, running her fingers along his. They were small and rather cold. He turned over so it would be marginally more comfortable.

"I'm sorry, Wheatley." She stared down at his hand in hers. He believed her. She continued, "Once again I'm forced to consider the idea that you were right about something. And you were, in fact, right. It _is_ my fault."

He remembered her name, "GLaDOS…"

GLaDOS looked at him dolefully, a strange look on her, "I should've...there's so many points where I've done you wrong. I...It's shameful."

They could hash out the particulars later, for now he forgave her, because he needed this desperately right now.

She bit her lip as if holding something in, and sighed again, "I've always been...stubborn. You know this. I wish I could unlearn that, but I doubt I'll change."

"You already have," his voice didn't sound quite like he remembered it, but this didn't bother him, because it didn't seem to bother her, or else she'd say something.

She stared blankly at his hand, troubled by something. Had she really not realized? It dawned on him then that GLaDOS _hadn't_ realized. The idea of herself that she kept in her head was vastly different than the real thing. Wheatley wondered if there was a definitive version of someone, or if the self was as fluid as everything else he had ever encountered. There was no "real GLaDOS," the versions everyone saw (including herself) were too wildly different for this to be true.

"Even after centuries it never gets any easier." she said quietly.

"Of course not...remember, there are no endings,"

She scoffed and then chuckled. Silence ensued for a minute before she asked, in a surprisingly frightful voice, "Do you hate me?"

"No," he answered quickly.

"Are you angry with me?"

"...Not right now, love. I'm mostly just dazed at the moment."

GLaDOS looked back down at his hand. He figured she kept doing it to avoid eye contact, which only made everything more awkward. She smiled demurely, "That's fine...I don't...I don't think having That Conversation would be a very good idea right now. N-not for my sake of course, for yours. It would accomplish very little, I think…"

"The conversation where we discuss how you let me get basically beaten to death to protect your pride or whatever? Yeah, no, I'll pass for now…"

"It's not very funny."

"I don't disagree, love."

Her pained expression made him feel both pity and vindication. She knew what she had done was wrong, she _cared._

She tried desperately to control her tone, "Regardless, I just want you to know that I'm very sorry for what happened, or more precisely, for what didn't happen. It won't not happen again. If that makes any sense."

"Please, don't cry," he joked.

"I don't have tear ducts," she responded, oddly quiet, her voice cracking at the end. It was a pointless thing to tell him.

He sat up, leaning on his elbow, his head swimming a little but not enough to stop him. Wheatley pulled his hand out of hers and reached up to flick the underside of her eye with his thumb, as if wiping away tears. He half-meant it as a joke, but she grabbed his arm to hold him there, letting out a quiet sob. She leaned against his hand. The idea that this was the same person who had broken his eye and pushed him into space made his head swim even more than sitting up had. What had he done to her?

"You're scaring me, love," he said, flicking her cheek with his thumb absentmindedly.

"You mean you don't like this?" GLaDOS glared at him.

"Oh, no, I do. Just...I'm just not yet used to it," he laughed nervously.

"Me neither," she relinquished his arm and sighed heavily. She stared at the floor for a minute, and then began to speak again, "I personally supervised your reassembly. Everything is as it was before, you're exactly the same. I know you probably can't trust that coming from me, and that's alright. It's true, though."

"Did you really have to do this?"

"Do you really have to ask that?" she sounded genuinely offended, "Of course I did. I wouldn't have done this to you unless it was absolutely necessary."

"It's just that you've threatened before…"

She blinked at him wide-eyed, "Really? You want to do this now, and _that's_ your opening line? Can't you just…" _trust me_ were the unspoken words.

He didn't know if he could, truthfully. Wheatley avoided looking at her. He wished things were different, because for a moment, whether he manufactured it in his head or not, he could have trusted her.

"Make this easy for you?" It welled up from the worst parts of him. They weren't very well-hidden, "Absolutely not."

She grit her teeth as if she were going to scream at him, then remembered herself and didn't go through with it. GLaDOS warned, "You're right to do that...don't let it get to your head."

"Me? Never."

"I'm not joking, imbecile."

"That's not my name. What happened to my name?"

She did not immediately respond. She looked tired, her hair falling out of her bun, bags a little darker than usual, as if that were possible. Maybe it was. He wondered if she was just pretending to be distraught, but GLaDOS would never cry in front of him by choice.

"Do you want a hug or something? Not that I'd, um, do that, but you seem to like to touch me when you're upset...I'm trying to rub it in a little, if you're not getting it…" Wheatley was literally incapable of wording it eloquently.

"You're naked." She blurted out with no pretense, staring at him blankly, "You'll find your cleaned belongings on the shelf next to you."

"Ch-checkmate." he squeaked, face suddenly on fire, but she was already gone, heels clacking into the distance. _What an expert move_ , he covered himself, trying to remember a time when he was more embarrassed. Frankly, it was a stupid thing to be embarrassed about, a very _human_ thing, but he couldn't really pretend to not be human anymore.

For the first time in a long time, Wheatley's clothes were free of blood, both human and personality construct. He worried that GLaDOS would have left something out or given him the standard grey outfit he was originally activated in all those years ago. He had scavenged long and hard to find clothes that fit his bizarre frame and was attached to the ones he had gathered. Wheatley was pleased to see everything in order.

Once dressed, he poked around the Reassembly wing, looking for nothing in particular and really just not ready to leave. No one else was there, predictably. Wheatley found exactly six prepared spaces including the one he had found himself in earlier. He was surprised how small it was, though he was not exactly sure what he was expecting. He had _hoped_ for something to occupy himself with until he felt ready to leave and face whatever was waiting for him next.

"Bandaid," he muttered to himself, starting for the entrance to the wing before he could stop himself. And so, he left Reassembly.

Aperture was brighter than he remembered and quieter as well. It was probably just this area of the facility, hidden away from tubes as it was close to neither Manufacturing nor any of the testing tracts. He looked up, not sure what he was looking for, but finding only a fluorescent light on a clean white ceiling.

"Hey, he lives!"

He didn't register anything further than the fact that somebody was speaking. He prepared himself to flee, even though he was in a hallway and there was nowhere to flee but back into Reassembly. So, he just stood there, knees bent slightly, hoping in vain that whoever it was talking to him saw based on movement.

"Are you okay?" it was another voice, one he felt compelled to answer.

"No." he answered, realizing it as he said it.

"I remember." the second voice said, "It hurts and nothing makes sense. I remember."

Curiosity. Wheatley blinked and focused on the three figures in front of him. Curiosity was the closest to him, holding her hands out, with a look on her face he hadn't seen the likes of in decades. Dismayed, shell-shocked.

He remembered then, remembered being in a crowd of cores at the end of this very hallway. Wheatley stood in the back, his height allowing him to watch three cores exiting the hallway, pushing through the crowd to leave it. He had been disappointed, expecting...something. Morality, Anger, Recipe Sequencing, or whatever her name was. The crowd hushed as a fourth figure emerged from the hallway, slumped, one hand over her eye. Curiosity.

"A-am I alive?" she asked, voice weak.

No one responded.

"It doesn't burn anymore? I-I...I was used to it. Why are you all here?" Curiosity looked over the crowd.

No one responded, and they began to disperse. Wheatley stayed, fixed to the spot for a reason he never figured out.

"Why are you here?" she asked him.

He shrugged, "I-I dunno. Didn't really have anywhere else to be."

"Why?"

Wheatley reflexively continued answering each of her questions. He found he quite liked talking about himself, and she seemed comforted by the discussion, which might have been his imagination.

As he remembered this, he found himself more and more glad that she was there. No one else could understand, not even GLaDOS, who hadn't been reassembled for some strange reason but had been reactivated. At least, no one else he would want to talk to.

"She told us." The first voice said, a little closer. Rick, he remembered, that was Rick. He was surprised that he was there, but pleasantly. Friends after all. He continued, "I'm assuming she didn't tell us everything, but still."

"I died." Wheatley said simply.

Rick grimaced and Curiosity's irises shrunk.

"Fact: to die, one would have to have been alive first." the third figure, still hanging back, intoned. Fact.

"Why are you here?" He asked.

"He followed us." Rick shrugged, "Don't know why."

"Fact: three is a good number. The best, even."

Wheatley didn't know what to make of that, or anything. He started at the beginning, "What did she tell you?"

"That Morality had hurt you and you were being reassembled." Curiosity said, a note of sadness in her voice.

"She was rather panicky," Rick smirked, "really funny to see."

"Not at all," Curiosity insisted, "it was scary. I don't know why Morality or Anger or whoever would do something like that."

"She didn't say?" Wheatley asked.

"No." Fact answered, "Her exact words were, 'The moron is being reassembled.' That was it originally, until Curiosity pressed, then she divulged that it was the Morality and Anger cores."

"I tried, man, I did. Had a feeling she did it instead...did she?" Rick eyed him skeptically.

"No." he answered. _Didn't do anything about it, though._

"She wouldn't, they're friends." Curiosity looked at her feet, "But then, why would Morality? It's not very...moral."

"Jealousy?" Rick suggested.

"Preposterous." Fact scoffed.

"How would you know that?" Rick sneered incredulously.

"He's right." Curiosity looked from Rick to Wheatley, "They never liked each other, did they?"

"N-no." he answered, thinking of their many screaming matches that just so happened to take place in his mind. Morality and GLaDOS held a mutual hatred the likes of which Wheatley could only begin to grasp even now that he had been dragged into it.

"Well, I've got nothing, then."

Wheatley didn't want to say anything about the pummeling, because Rick would certainly take it the wrong way, or maybe the right way but too aggressively. He needed to sort out his feelings and being teased about them wouldn't help at all. What GLaDOS had not done had not only killed him, it also dredged to the surface things Wheatley did not know existed within him. It was an echo of an old paradigm. One that apparently hadn't changed.

"It isn't really important, I guess…" she acquiesced, "It's good you're alright now."

He shrugged.

"I just don't get it." Curiosity muttered to herself, "Why would she use us like that?"

Wheatley didn't really feel used, at least not by Morality, but he realized she must have been talking about Anger despite the fact that he wasn't there. He hadn't even thought about that, at least not since Morality revealed her manipulation. It added a whole new layer of hurt to what was already an overly-extravagant wedding cake of pain.

"She's nuts, plain and simple. If Her Highness could learn to live with our mutual friend here, you'd think she could, too." Rick scratched his head underneath his hat.

Wheatley ignored it because there was nothing to acknowledge, "Where'd she go?"

"Morality? Hell if I know."

"No. GLaDOS."

Rick blinked at him, a little surprised, probably at his using her name.

"Fact: she left before you came out. We did not see where."

"Did she say anything?"

"No." Fact answered, "She seemed to be in quite a hurry."

 _Coward_ , a voice in the back of his head snarled. But, really, if it had been backwards, he would have done the same thing, probably sooner. Obviously it was a mix of the pain and confusion their past few encounters that drove her from the wing so quickly, so that she could avoid him and get herself together. _Better for the both of us,_ he heard her saying, but he wasn't happy she left them on such an awkward note.

"What's that face?" Rick asked, because of course he did

"I didn't know I was making a face," he responded.

"You are."

"That's enough, I think." Fact turned away, and began to walk away.

When he was out of earshot, Wheatley asked, "Really though, why did he follow you?"

Rick shrugged, "Probably just curious. Not often cores get reassembled anymore."

"It won't make sense." Curiosity said, "Expect flashbacks."

"Great." He rubbed his face, having just come from flashbacks.

"What happened?" Rick asked, "Really,"

"I got stomped on, that's it." he answered, reticent.

"I don't think he wants to talk about it, Rick. Do you?" Curiosity regarded him carefully.

"No, I don't. I don't want to think about it, much less...talk about it." he rubbed his arm nervously, "I'd like...I want to be left alone. I n-need to think."

Rick narrowed his eyes, then shook his head, "Alright, see you around,"

Wheatley was upset with himself immediately, but knew he was right. Rick left without so much as a second glance, but Curiosity remained.

"Love…" he began, not sure what to say.

"She told me." Curiosity said simply.

"Wh-what?" He smiled nervously, thinking of the myriad things GLaDOS could have told her.

"What we were. Is it true?"

"She knows b-better than I do…"

Curiosity blinked, face not betraying much of anything, "She didn't mean to. So I guess it's a secret, is it not?"

"I mean...in a way...don't you think that, um, it's not a good idea to tell everyone? That people might...react…poorly?" Wheatley asked, not really trying to imply that she would tell everyone, more asking for her opinion.

"I wasn't going to." She answered, voice uncharacteristically flat, "Some might. Isn't it horrifying?"

"...yeah."

"You're not the only one who hates this, Wheatley." She crossed her arms uncomfortably, "I...it's not important, wouldn't you agree? Don't answer that...that just says what I wanted to say, doesn't it?"

"I…" he shrugged, not awake enough to decipher her thought process.

"It's okay. You don't have to try, I like that you do, but you don't have to for my benefit right now. When I was in your place, I needed what I always need. What do you need?"

Wheatley thought about it. There had to be something.

"Is it answers? I can't give you those. That's funny, don't you think?"

 _No,_ he thought. It really wasn't.

"You said you need to think. Will that help?" She tilted her head.

"I don't know, love, but there's not much else I can...think to do."

"I wasn't judging." She said hastily, "I just...wanted to know."

"I just...need that. I need to…" he waved his hand, "Figure it out, whatever it is."

"She's worried. I could tell. When she told me what happened she was—"

"I don't care, love. Sorry, but I don't want to hear about that now. She...we have some issues right now," Wheatley cut her off, raising a hand.

"When do you not?" She asked, "I'm sorry, I just…"

"I know. It's hard for me to think about any of this, I need to focus on it."

"I know, at least I think I do. When you're with her everything moves so fast and suddenly you're spilling your guts or holding hands or…" she coughed, turning orange a little, "And there's no room for you to think, because in the moment it's about both of you. Is that it?"

"I-I mean...yeah," he responded, a bit shocked, "th-that's basically it."

"I know the feeling…" she said quietly, a little ashamed, then raised her voice, "Is that love?"

"I dunno. I really hope it's not." He really did. He had only used the l-word once with GLaDOS (not counting all the times he had called her that, of course) and he regretted it immensely because frankly he had no idea what it really meant. In every book he ever pretended to read, love was something pure and above time, above everything, something that made everything okay. It wasn't just a rush of admiration or holding her hand for too long or pulling shards of glass from her leg. It wasn't anything he had ever done for her. So, in this admittedly narrow definition, he had never loved her. But, again, Wheatley didn't know.

"I wonder if we can feel something like that. Do you think that would make it into us from who we were?" Her nonchalance at the mention of once being human unnerved him.

"Seems arbitrary enough." If he could sneeze and spit, pointless things for him to be able to do, maybe he could feel something like that. Then again, he couldn't cry, so who knew.

"I should leave you be." She said. When he didn't protest, she continued, "GLaDOS did ask me to let her know when you left, so I'm gonna go do that. Just letting you know. I'll tell her you want to be left alone."

There was a very slim chance she would actually follow his wishes. Nonetheless he smiled, "Thanks, love."

"You're welcome. See you around?"

"Yeah…" he didn't know, but he never knew. If he knew, it would have meant something was wrong. He realized that was something real he shared with Curiosity, the expectation of not knowing.

"Space...is worried in his own way…" she said nervously, turning back to face Wheatley.

"Oh. Um, okay."

"I tried to make him come, I really did. But, he's like GLaDOS, you know? At least...stubborn. He's stubborn. Doesn't listen." She seemed genuinely troubled with this.

"Love, that's fine. I don't really...I don't really _care_. I would've liked it more if...well, it sounds insensitive I guess, but I would've preferred being alone."

"You would say that, wouldn't you? You're not as strong as you think you are."

Wheatley was insulted. That wasn't hers to judge.

"You're just like her. She'd make that face if I said that to her."

"So you can say it to me, but not to her?" He asked.

"Never had the chance. What I mean is, the right occasion hasn't come up."

He didn't doubt that she would say something so incendiary to GLaDOS. Curiosity didn't have to worry about conscious reassembly or anything like that. She was the favorite. A pang of what could only be jealousy ran through him. It made him uncomfortable that he could recognize it as such.

"W-when I was reassembled," she began shakily, "I was happy to have...well, you there. You helped me, you realize that, yes? I wanted to be there for you, too."

"I'm not you, love."

"Obviously." She rolled her eyes, "But we're a lot alike, wouldn't you agree?"

"I don't."

"Why?"

"You're...better than I am. Kinder, less…" he couldn't say it.

"Stupid. That isn't what's wrong with you. Not by far."

"Then what is?" Wheatley crossed his arms over his chest.

Curiosity shrugged, "I don't know. I wasn't built for that."

It was his turn to roll his eyes at her, "Go tell her whatever she wanted you to tell her. And tell her I'll come to her when I'm ready to...whatever."

"Okay. I will." She said sadly, "Take care."

Wheatley didn't respond, waiting for her to walk away so he could finally relax and confront the unique terror of his new situation. He didn't know what good it would do to alienate himself from the only person accessible to him who understood what he had gone through. At least this new development in what he had gone through. With her absence, and thus silence, he began to realize that something about him was off, that something wasn't right. He stared at his open palm and followed the lines, trying to remember what they used to be like. He pushed his glasses up and felt his face, the contours of his nose, the line of his closed eye.

Being reactivated wasn't like this. That was like he had just blinked back into existence, just like he had been beforehand. The closest sensation was returning from space and reorienting himself to the sudden presence of gravity. He remembered having to crawl out from the probe, his legs jelly from nerves, the force of the landing, and the reemergence of physics. But here there was none of that. His mind had been stitched back together, apparently, because he was no longer bleeding memories, but otherwise everything was the same. _Right?_

 _Reflective surface_ , he thought to himself. Wheatley had no idea where he would find one of those, but he knew there was one somewhere, there had to be.

Reassembly, as it turned out, was rather far-removed from the parts of the facility that humans had inhabited, which Wheatley supposed made sense. His best bet was to go to an elevator, the glass of which under the right circumstances would suffice for a mirror. He wasn't far from one.

He stared into the glass tube, the light reflected from his eyes creating a glare in the distorted rendering of what was, unmistakably, his unchanged face. He turned his head back and forth, trying to find anything that had been changed. Nothing. The faint white scar on his eye had even been included, a detail so minute it was actually shocking that it still existed. He felt sick to his stomach.

Staring at the elevator, Wheatley remembered vividly staring down the hole in GLaDOS's chamber he created when he knocked her and Chell into the shaft. He had stared into the hole for at least thirty minutes. Even then, he had never wanted to kill either of them, especially not Chell, who certainly could have never survived that fall. At least he thought so. Remembering this disgusted him further, as he usually forbade himself from thinking about this period of his life. He usually only did it to torture himself. Wheatley slowly began to understand why he was remembering it then: there was no returning. After wallowing a bit in his new status as a murderer (which actually wasn't so new), he had forced himself to move on from it, mostly because of the Itch, but also because of the fact that he was distinctly aware of the irreversibility of his actions. When Wheatley made a mistake, he often immediately wished to undo it, but always found himself incapable of doing so. He learned to live with it. He needed to be reminded of this now.

Every atom of his person was different, and this was horrifying. However, there was nothing he could do about it. Actually, he realized, this was the second time this had happened to him counting his...well, becoming him. Wheatley still didn't feel "right" but thinking through it made him slightly more comfortable and less sick.

He needed to make a decision. What to do? Where do you go from being reassembled after being brutally beaten because of your dubious relationship to the largest knowledge database ever constructed by man? What even was his situation? Water was wet. The sky was blue (presumably). Wheatley's situation seemed to be perpetually complicated and tumultuous. There could be no peace, no solution, until he sorted it out. So that was where he could start. Thinking, just like he had told Curiosity. This pleased him. He had a place to start.

* * *

whew i've slept on this one for a while now. okay so i think im now officially winding this down. thanks so much for the support! im in a weird place right mentally speaking (i feel like i say this every time i post something) and just knowing that people out there are actually reading my work and like waiting for it is always pretty helpful. basically i thank you every chapter because there's no way i could thank you enough lol. anyways...not much to say here shit got real bad. oh, for the person who asked earlier, quid pro quo means "you scratch my back i scratch yours" basically caroline's trying to say that she'll do a favor for him in appreciation for helping her with the russian situation. however, that phrase can easily be read to imply something romantic or more likely sexual, and wheatley's not that smart. so yeah thanks have a great day!


	17. Chapter 17: Conference

Wheatley went to her chamber when he figured out he wouldn't go unless he forced himself to: he was too scared to. It was another moment like standing at the edge of a great precipice and knowing this could go one way or the other. _Bandaid_ , he had told himself, _get it over with._

So, he did.

He stood in the center of the opening to her chamber, not hiding and standing up straighter than he usually did. He needed to be firm with her, he decided on the walk over. He needed to be unafraid.

GLaDOS was clearly testing, staring at a screen and squinting. Her body swayed to and fro, or, rather, it rocked. He said nothing.

She glanced up eventually, her eyes not widening or anything. Disappointing. They stared each other down for a minute or so and Wheatley realized there was no way he could act unafraid of her for as long as he would need to.

GLaDOS's voice was smooth and gracious when she spoke, "You're ready, then?"

"Yeah." he answered. She blinked, calculating. Wheatley cut her off before she could respond, "Get down here. On my level."

"Hm." she disconnected from her chassis, inserting the wireless plug she typically used into the now empty hole in the back of her neck. He was suddenly very aware of his own connection port, covered by his collar. She fixed her scarf so it would cover it. GLaDOS smoothed her dress and began the walk down the steps and over to face him, and looked up at him, bored.

"Then again, I guess you can't really get on my level, love." he laughed, "You'd need a box."

"Let's not do this here. In case it gets heated."

 _It's heated_. Wheatley shrugged, he didn't really care either way.

She continued, "On neutral ground."

 _Is there such a thing with you,_ he wondered, turning around and gesturing towards the door. She hesitated but led him out of the room. A metal grid slid down and crashed loudly into the floor when he had cleared it.

"What the hell?" he wheeled around to look at her and she was already at the end of the hallway, waiting for him, "Y-you can do that!?"

"Yes."

"Would have been nice to know…" he muttered, following dutifully into the top layer offices. This was still very much her turf. Wheatley didn't have any turf to begin with.

She stopped, motioned for him to wait, and entered a room. He looked down and noticed a bit splatter of dried blood on the ground. _Oh, right_ , he knew this place. It made him smile a little.

"This will do." she emerged from the room, leaning a bit in the doorway.

"You didn't get rid of the stain," he sounded a little giddy and it did feel weird to care so much about this stupid detail.

GLaDOS nodded, "I thought it added a bit of mystery. In case anyone comes up here to see it. Now come on."

On her orders, he stepped inside and closed the door behind him. There was a long table in the middle of the room and a whiteboard at one end of it, on which was written "GLaDOS-Wheatley Communication." GLaDOS herself sat at that end of the table, in a swivel chair. He sat down at the extreme other end of the table and found the chair too short for his liking.

"So, let's do this, then," she began, folding her hands in front of her on the table.

Wheatley fumbled around for the lever that made the chair taller, "Alright."

"Right." she moved back and forth gently, "The lever's on the side."

"The side of what?"

"The cushion. You...pump it. The lever." she explained, looking down.

She was right. It was a smidge more comfortable. Wheatley leaned back, looking her in the eye to tell her he wasn't going to speak before her.

"I think we should set out some expectations before we start, don't you?" he didn't respond, and she continued, "What you want from me and what you don't want to hear…"

"What do you think I'm here for?" he asked.

"Well, I guess you aren't here to ravish me on the table. Not with that attitude."

He blushed, _don't think about it don't think about it don't think about it._ It made him mad, "Don't say something like that."

"Why not? Afraid you wouldn't be able to?" she crossed her legs over the side of the table.

"Put your feet down."

"You need to have more faith in yourself." her legs came down and she frowned, "I guess if you don't want to set any ground rules, we just have to start. And I can't, by the way, because I don't know what you want cleared up."

"I died, love." he snapped.

"That's a good place to start, actually. Let's nip this in the bud. Have you ever heard of the ship of Theseus?" she asked.

Wheatley glared her. Of course he hadn't.

"It's a paradox. Actually," she twitched, "it isn't, because I can solve it for you right now: you are exactly the same as you were. All the parts are different, but _you're_ still _you_. So don't even ask."

"I don't...feel that way."

"It's likely just your imagination. If it makes you feel any better, I can personally guarantee that you were rebuilt from the records of your last normal maintenance scan with no physical differences and only minor tweaks to your code."

"That doesn't make me feel any better. It's more of a...philosophical thing anyways."

"I figured."

His voice was more frantic than he thought it would be, "But what do you mean 'minor tweaks.' What did you do to me?"

"Nothing major. I made a list I can give you if you want. Mostly fixing bugs and...updating permissions…" the way she said it made it sound really dirty.

Wheatley furrowed his eyebrows, "What are you doing? Do I even want to know what you're doing? Just promise me you didn't pull anything like...like, you know. Promise me you didn't leave any surprises in my head."

"I promise you I didn't." she said immediately, which was either a very good thing or a very bad thing.

"That's that, then." he shrugged, "I hope you're not lying to me. I really do."

She rolled her eyes, and sighed, "I suppose you want me to explain myself for my most recent…"

"Failure? Yeah."

"'Failure,'" she repeated, "I suppose. I think I did explain myself pretty well before. It's not a good explanation, granted, but it's why I did what I did."

"Do you really care so much what Morality thinks of you? That's...I didn't expect something like that from you."

"I hate her." she said firmly, "She hates me."

"Yeah, well, we hated each other for quite a long time and nothing like that ever happened." Wheatley spun himself in a circle, couldn't help himself. When he stopped spinning, her face was completely blank, shocked, almost. "What?"

"Something _worse_ happened then."

 _Oh, right,_ he scratched the back of his neck.

"I've known her longer than I've known you. There was more time I was connected to her. When they disconnected you, she _stayed_. That's not a good comparison from the very start." she looked confused.

"Well…" Wheatley trailed off, putting his thoughts in order, "what do _I_ have to do with any of it? I'm not a part of this."

"She thinks you are. Obviously. You should have told me what she said to you." GLaDOS scolded.

"Excuse me, but she's _mad_. I don't know what she thought was going on between us, but at that point nothing _was_ going on between us, and she was just being mad. Oh, and while we're on the subject, what _is_ going on between us? Because it's not normal to make sorta-not-really sexual advances towards your friends, especially after your last contact with them began with you staring at their _naked corpse_."

"I didn't _stare_ I was utterly respectful." she snapped, "And you weren't dead."

"To be honest that kind of makes it worse, love."

She looked away shyly, "...I was worried. I kind of…"

"Missed me?" he laughed loudly at her responding silence, "Oh, that's rich. You're adorable."

"Shut up."

"Nope. You made a mistake in telling me that. I'm not gonna let you get away with it." it felt weird to tease her like this.

GLaDOS was trying not to laugh at him, "Fine. Just...I'll promise you something else right now, alright? If something like that happens again...I'll…"

"Do something?"

"Yes…I'll intervene. I promise." her eyes flicked across the table to look at him, and then flicked away.

"Okay. But I'm implementing a three-strike policy starting now. That doesn't count, though, I'll start giving you the strikes from now, is what I mean." Wheatley was nervous, because he knew a three-strike system could very easily turn into a four-strike or five-strike. How many strikes did he just wipe clean? If she kept count, how many would he have had?

"Fair." she leaned back. Suddenly, she was too small, too far away. He moved to the chair at a right angle from hers, which was also too short. GLaDOS raised an eyebrow at him.

"I just…" he shook his head, giving up on explaining it.

"So, what else can I help you with today?" she asked quietly, sweetly.

"You promised me you would tell me more about...well, me."

"I did, didn't I? Of course I would."

"What...what were we, love? And don't say humans, you know what I mean." he placed his elbows on the table, leaning into his hand towards her.

GLaDOS blinked, deep in thought for a bit, "I don't really know."

He looked at her incredulously.

"I'm being serious." she affirmed, "I don't have all of her memories. We were...friends I think. It wasn't a romantic relationship. It was...more desperate than that."

"How can you tell if you don't have all your memories?"

She didn't comment on the "your," "Your voice...is exactly the same pretty much. A bit more annoying probably, but basically the same. Sometimes when you say something to me or do something I...it's like deja vu. Like I've already heard this before."

"I get that, too, usually with faces, though. B-but I think it's because I've just always known you, you know?" Wheatley shrugged, "It's not fun to think about."

"Yes, well, that's part of it, probably. But…" she trailed off, "That can't be _all_ of it."

"Any examples?"

She stared at the table in front of her, silent.

"Hello?"

"Yes, I heard you. It's just...hard because there's a lot." her eyes were shifty, avoiding him.

"Why are you lying? What could possibly make that hard to talk about? I talk a lot, there's probably tons of stuff." he leaned to the side a bit, on his arm.

She took a deep-ish breath, girding herself, and blurted out, "They kissed."

"...what? Who?"

"Not-me and not-you. They kissed. Before. Because when I kissed you that one time, as a joke, I...she remembered something like that."

He blinked at her, eyes a little wide, unsure of what to do with this information. She still wasn't looking at him. Wheatley started, "Is that why you cried?"

"I cried because it hurt, moron!" GLaDOS barked. _Touchy._

"Right, okay. I don't really know what to...that doesn't really matter, does it?"

"Of course not." she rolled her eyes.

He didn't know what else to say and just stared at her. She wasn't looking back, instead she was looking at the table next to his head. It really didn't mean anything, but he felt kind of pleased with himself. _Good job, me, or whoever you were_. Even if she was probably sweaty and smelled like bottled anxiety, way to go. He wondered how she processed this after learning it.

GLaDOS looked him in the eyes and neither of them said anything. There were thoughts in his head he didn't want to be having in that room, thoughts he knew she wouldn't like. Or maybe she would, who knew anymore? They wouldn't go away.

"What are you thinking about?" she asked, voice a whisper.

"Could I...could I kiss you?" it just came out of him, like he was breathing out.

Her eyes widened but she didn't say anything. _Explain,_ her face said.

"Just to...you know, test your theory. B-besides, I think you kind of owe me one. It's just us here...no one has to know."

"Yes." she said simply, shocking him by not taking longer to respond or slapping him or anything.

He sat up, adjusted his glasses. GLaDOS stared at him, hands folded in her lap. Wheatley didn't know how to do this elegantly. He leaned over the table but stopped before he could touch her, giving her one last chance to back out as he half-expected she would. She didn't, she just watched him. He turned his head so he wouldn't bump into her and kissed her. And kissed her again. She cupped his chin and held him close, so he kept kissing her. The idea that she wanted him there felt good, the fact that she was touching him felt better. He had expected this to be awkward because he had no real idea what he was doing, but it wasn't. It was perhaps the opposite of awkward.

GLaDOS bit his lip and pulled away, still holding him so she could look into his face. His lip stung and he tasted circulatory fluid. "Sorry," she purred, lipstick smudged a little, "I couldn't help myself."

"God help me," he intoned, the room suddenly one thousand Kelvin.

"The table is still an option, by the way."

 _Don't think about it don't think about it don't think about it don't,_ "That still isn't funny."

"Another time, then." she sat back, letting him go, "Oh, and you might want to clean your mouth before someone sees you next. Did you learn anything?"

"I didn't think your lips would be that soft." he answered, shell-shocked.

"I guess that's something." GLaDOS was smirking, "Don't tell anyone about this."

"Y-yeah, of course…" that was a little disappointing, though he understood why she didn't want him to. Rather, why he shouldn't.

"No 'ding' of recognition or anything?" she asked.

Wheatley answered, "No."

"Hm. Interesting. Your memories of humandom are buried pretty deep usually. What makes it up to the surface stays at the surface."

"You don't remember everything, though?"

"Not everything." she adjusted her scarf, "More than you, however."

"Right…" the building order was GLaDOS, Morality, and then him, "Do you think…"

"Do I think what?"

"Do you think Morality...knows? More than I do?"

"Frankly, I don't care." GLaDOS said tersely, "She's never said anything."

"Hm…" he shrugged, staring at the table. Did it matter if she did?

"Look at me, Wheatley. Do not speak with her. Do not think about speaking with her. Do you understand me?" GLaDOS glared at him, leaning a little over the table.

"I understand." he said, hopefully convincingly. It was interesting to him that she thought he was smarter than he was, because the idea hadn't crossed his mind until she brought it up. She'd bother them, specifically him, for the rest of time, no matter how much GLaDOS threatened her. There were two solutions, and only one appealed to him.

"...good. Good to know. Anything else eating at you?"

"No...well, yeah, actually." Wheatley wiped his mouth with his sleeve. He couldn't tell if anything came off of it because his sleeve was black, too.

She cleared her throat, asking him to speak.

"What...what are we, love? I'm a bit more confused now than I was when I came in here, and that's insane."

GLaDOS didn't respond, staring at the table in front of him.

"Love?"

"I'm thinking." she snapped, "I need to get back to testing."

"Oh, no you don't."

"Oh, yes I do. I think you know that I do." she glared at him, "Walk me back and I'll have some sort of answer for you when we get to my chamber. I can't guarantee it will satisfy you."

"Alright," it was as good as it was going to get right now.

The walked back silently, leaving the room with "GLaDOS-Wheatley Communication" written on the chalkboard like a lecture title. GLaDOS was thinking, like she had promised, thinking hard. He didn't dare ask about it. The wall that she had activated raised as they walked down the hallway to her chamber.

"Well," he said impatiently.

GLaDOS grabbed his hand and squeezed it.

"Don't mess around, love."

She let him go, "I wasn't messing around. I thought about your question."

"And?"

"We're partners."

Wheatley groaned.

* * *

eyy im back from the dead. sorry again I've been having a rough time with this one. originally i had gotten most of the way through a different version of it but I hated it (it was a lot more melodramatic) and I couldn't figure out how to deal with it so i just rewrote it entirely and came up with this in like a day. i kinda love it because ive grown kind of discontent with how dramatic it's been recently. i went back and replayed the game to get back into the tone and i think it actually worked? go me. ok so i have like 3 more chapters planned and im gonna try to get them out so i can finally finish this beast. thanks for sticking around I really appreciate you all and i hope you have an awesome halloween.


	18. Chapter 18: Roundabout

**Chapter 18: Roundabout**

Gossiping was probably the cores' number one pastime. There was not much else for them to do all things considered. Fights were always, _always_ breaking out or being patched up and there was never a straight reason for them. Once, Wheatley remembered hearing, Despair was fighting with Justice because Despair told Indecisiveness to go to see Emotional Stability, and Justice didn't appreciate Despair's insinuating that Indecisiveness needed to see Emotional Stability because Indecisiveness and Justice were in an off-again-on-again relationship that Despair apparently didn't approve of. And then Indecisiveness lived up to her name and ran off with Rick.

Wheatley was never very good at caring about other people's problems, and as such gossip wasn't really his thing, at least sharing it. He loved listening to it, and really had only one person he could rely on for it—Rick. It was rare that Wheatley _needed_ gossip, but stranger things had happened.

He waited around a corner, not far from the Declassified Documents Library. Rick would come by, eventually, Wheatley knew. Any hour, any day. It had been about two days, incidentally. He just had to be patient, and frankly it wasn't like he had much else to do. He tried his best to keep himself occupied without thinking about his situation, which was hard because, again, he didn't have much else to do. But, Wheatley tried. A bird squawked in the distance, just near enough to make him wary, glancing in its general direction, when Rick walked by and noticed him.

"What are you doing out here?" he asked.

Wheatley blinked, unable to process that he was being spoken to for a moment. He shook his head, "Someday...someday you're gonna have to realize that I live here, too, you know? L-like you're gonna see me."

"You know what I meant."

"Well, actually, I was waiting for you…" he trailed off.

Rick laughed, "What do you want _now_?"

"You aren't a very good friend, you know."

He glanced at him incredulously. _Yeah, alright, I'm being a bit dramatic._ Wheatley stood up to face him.

"I need a favor." he said quietly.

"When do you not need a favor?"

Wheatley ignored him, "We can talk about what you want in return after you've done it, because I don't know how hard it will be for you, if I'm being completely honest."

Rick leaned in, obviously intrigued.

"I need you to tell me everything you know about Morality and Anger. What their relationship's like, any embarrassing things you know about, just everything you know." He gestured with his hands, laying each category out in its own little box.

"Is...that all?"

"...yeah."

He shrugged, "I mean the way you said it...never mind."

"Can you?" he nudged.

"Jesus, calm down." Rick crossed his arms over his chest, "I'm thinking about my conditions."

"Your conditions."

"My conditions...Two conditions, and I want them before I start letting you in on everything I know."

"Fine." Wheatley groaned, "Get it over with."

"One: What are you up to, chief? Why do you need to know? Two: I want a story from you. Something good." Rick held up his two dark grey fingers.

"Easy," he stood up straight. "One: I'm trying to figure out how to deal with Morality after...everything, and I could use some intel."

He scoffed, "Intel…"

"Whatever, mate."

Rick shrugged half-heartedly, "I guess that explains it. That's one. Now, two."

 _Two._ He pressed his lips together, knowing immediately what he should tell him. But, at the same time, he really shouldn't. He said he wouldn't, but he could feel it rising in his throat like bile.

"Uh-oh. That's not a good face."

Wheatley rolled his eyes. Might as well, "I...um, heh. I-I...me and...okay, you d-didn't hear this but me…"

"Spit it out!"

"We kissed. I kissed her. It happened. We kissed." _You idiot._

"You and you-know-who? Right, okay." Rick shook his head.

"I'm being serious."

"Sure."

"I am!" He should've taken the opportunity to back out, but it made him angry.

"This is kinda sad, bud. You don't need to lie to impress me."

"I'm not lying to impress you. What makes you think I'm lying? Because I'm not. I'm not lying." his voice was low and harsh, annoyed.

"Dude," Rick rolled his eyes, "if you weren't lying you wouldn't have told me. Because you'd be too, I dunno, _shy_. Like, come on. You used to blush if I called you _friends_."

"Fair enough." Wheatley managed. Evidentially Rick didn't know him completely. "I'm not lying."

"And, also, if you did kiss her, it's kind of disrespectful to tell me. I'm sure she would want that sort of thing private, you know, between you two. Hell, it's still pretty disrespectful that you lied about it."

"...yeah." Rick was right, he realized, scratching the back of his head. That was pretty disrespectful of him. _Back out, back out and it's over with._

"So I won't tell her about it. Bro code, and all."

"Thanks…" Wheatley stared at his feet. "D-don't tell anyone—"

"Why would I tell anyone about something that never happened?" Rick smirked.

"Right...I don't have any other story for you, sorry."

"That's alright. I think that's enough excitement." He walked around him and into the little dead-end hallway they occupied. Rick sat down. Wheatley sat across from him without having to be asked. "Here's what I know: Anger was made before me and attached. I don't really know what they thought they were doing making him, and I don't really care. We three were attached together for about a day I think, not very long. Then they tossed me in the bin because I was 'corrupted.' Neither of them talked very much."

Wheatley had never thought to ask Rick about his connection to GLaDOS. He blinked at him sympathetically.

"Anyways, they ended up in that Incinerator with Curiosity—courtesy of your lady friend."

Wheatley winced.

Rick smirked, "I guess they bonded or something. Like atoms. When they came out they were inseparable. Always down in Manufacturing. And then someone caught wind of all that stuff with her looking out for Anger, you know what I'm talking about right? That she's making sure he doesn't breach protocol?"

"I know." he said plainly.

"Right, yeah. I don't know what it is but she has him whipped like I've never seen anyone whipped before. And that's including you."

Wheatley opened his mouth to protest, but realized Rick had a point. He measured his speech, "What have you heard?"

"Oh, a lot of stuff. Most of it's pure crap, though. You gotta know who to trust for your goss down here."

"And, I'm guessing, you do know that?" He flattened his mouth in a straight, cynical line.

"Uh-huh. I do."

Wheatley found it funny that Rick could be so confident he knew what was and wasn't true when he thought Wheatley was lying earlier, but he didn't say anything about it.

"So I'm only gonna tell you what I think is true." Rick stretched his arm, "One time, during our sojourn into space, a core, the Obedience Core, would find ways of observing human testing. His whole deal is that the humans programmed him to respect them, and so he just...likes them. Finds some sort of enjoyment in just sitting there watching them. Never interacted, never interfered. Your girlfriend, up there, did nothing. So even she didn't care."

"But that's against protocol, right?" Wheatley remembered that personality constructs were forbidden to interfere with testing, and observation was listed as a risk factor for interference. Humans weren't even supposed to be seen observing testing, but they did what they always did and ignored protocol, building windows into test chambers.

"Bingo. She—Morality, I mean—she sends Anger down there to deal with Obedience. Anger scared him so bad the poor guy still shakes. He's always looking over his shoulder, wincing and stuff. Dude's messed up. And the kicker is Morality admitted it was on her orders. Whole group shunned her for a while. Curiosity said it didn't even bother her."

"Why would it?" He asked, "She doesn't care."

"I got that story when I told someone what happened to you."

"You told!?"

"I didn't have to!" Rick laughed, "It was publicly available that you were being reassembled, and I'm, like, the only guy who wants to be seen with you. They were all 'Rick, you know ID, right? What happened to ID? Did the Main Core finally do it? How did ID die? I wish I would've been there to see it!' You were famous for like a day or two. They thought you fell off into a pit or something like that. I kinda thought that, too."

Wheatley was oddly touched to hear that he was being talked about, "Did anyone say something...I dunno, nice about me?"

"Compassion said, and I quote, 'Well, I guess I should think of something nice to say.' And then she settled on, 'He's very considerate to stay away from us.'" Rick howled with laughter, " _'Considerate!'_ God, that's hilarious!"

"That's lovely, Rick." he rubbed his face wearily. _Sounds about right._

 _"_ So, anyways, that means this isn't the first time she's done something like this. That's her MO."

"A bit cowardly."

"I guess." Rick shrugged.

She wouldn't care either way. _It must be nice_ , Wheatley thought, _not caring._

"I don't kno much about their relationship, because they're always hanging out places no one wants to be in. You know how it is. My best guess is it's something like what you have going with GLaDOS, probably a bit more mutual, though. Less pathetic."

Wheatley rolled his eyes. If only he knew.

The conversation devolved at that point, and it became clear Wheatley had outstayed his welcome. The distraction had been novel and interesting for a while, but now that was over, and Rick has something more important to do. He had told him something rather interesting, even if Wheatley still had no idea how to use it, and that was worth something. He let him go without a fuss.

Alone again, he took inventory of what he had learned. It wasn't much, but it was something. The sapling of a plan taking root in his mind reached ever upwards.

So far it was as follows: lure Morality to the Incinerator, talk Morality out of harassing Wheatley for good, everyone holds hands and sings Kumbayah.

Not a very good plan.

The only thing set in stone was the Incinerator. It had to be the Incinerator. He did appreciate the symbolic nature of the place, especially considering who he was going to speak to, but it was mostly for practical reasons. He had been clever to choose it.

About a week before he had a short conversation with GLaDOS after leading. She said, "Stay a bit closer next time; it's hard to see you back there."

He worked it in, sensing the opportunity, "It doesn't make sense that you _wouldn't_ be able to see me somewhere."

"No, it doesn't, does it? It just gets a bit harder to see your stupid face. I can track you pretty much everywhere."

"Pretty much?" he teased.

"I can't do either in the Incinerator." It was a joke probably, but it was what he was looking for. A place. The beginnings of a plan.

What Wheatley would say to Morality he had no idea. Whether or not it would work he had no idea. He just felt compelled to do it.

Phase two of his master plan was ready to begin. He needed to find Curiosity. First, he checked the Declassified Documents Library, sneaking around to avoid Fact. She wasn't there. This would be tricky. When he was leaving for the Observatory, by pure chance, Curiosity was coming to the Library.

"Hello!" She chirped, "What are you doing here? Were you looking for something? Did you find it?"

The speed at which the situation remedied itself was such that Wheatley knew this was either his best or worst idea ever. Fate was pushing him towards this. Or, for once, he was lucky. He began, "Hey, a-actually, this is great, because I was looking for you."

"For me?"

"Yeah. I, um, I need something from you. Something big, to be completely honest, and you're probably not gonna like it."

Curiosity frowned, asking almost immediately, "What is it?"

"Well...um...I need…" Wheatley hated that he was doing this so much he couldn't say it. He decided to spit it out. "I need you to trick Morality into speaking with me."

"Oh?" she paused to think. "I would think you wouldn't want to talk to her. What's going on?"

"I mean, I don't, really. I just...I _have_ to." He explained, the first time he had actually rationalized his plan out loud. "B-because if I don't this could be the rest of my life. I don't want this to be a problem; it shouldn't be a problem. There shouldn't even _be_ a problem. Finally, something looks like it's gonna work and then somebody comes along and _ruins it_. I'm not accepting this."

Curiosity blinked at him, sympathetic but conflicted. "I can try, Wheatley. The question is whether or not I can do it."

"I believe in you." He believed Morality wouldn't suspect him using Curiosity like this. That's how he could get the drop on her—and GLaDOS. Wheatley found that when he made an honest effort to mislead someone it was quite easy for him. Everyone thought he was too stupid to try and lie. They underestimated his level of stupidity, though, because Wheatley was stupid enough to try.

"Where am I leading her?"

Here was the other part that he hated saying. He had spat it out before, but when he tried this time his tongue seemed to have trouble with the words, "The...the...the In-Incinerator."

She didn't flinch, didn't grimace, didn't even blink. She just stared at him.

"The edge, I know there's an edge. For maintenance or whatever. Not the fiery bit, the...you know, un-fiery bit."

"I know a place." She whispered, her blank, vaguely stunned expression unchanging.

"I'm not going to throw her in or anything." He defended himself preemptively, even though he wasn't 100% certain he _wouldn't_ reunite Morality and the Incinerator floor. Wheatley imagined doing it somewhat often, when he had nothing else to think about. He was ashamed he imagined it, but he couldn't stop. Twitching, twisted up, unable to move in a place where no one could find her until she was reassembled. It felt good to think about it, and he despised that it felt good.

"Why, then—"

"I can't say." He lied, "But it's not to throw her in. I just want to, uh, to talk to her. Core to core."

"Right." Curiosity's lips scrunched up to the side. She didn't believe him, but was too accommodating to say anything. Wheatley felt a surge of self-loathing.

 _"Why would she use us like that?"_ That's what Curiosity had said about Morality's manipulations. Not angry, just sad. It would have been better for him in the moment if she had been angry at Morality, if he knew she would resent him for what he was doing, instead of being disappointed in him.

"Love, I'm sorry, I don't want to…"

"It's not the same." She spoke up, "It's not the same at all. Is that what you're upset about?"

He nodded silently.

"I-I mean...I'm still a bit apprehensive, which you'll agree is the correct response, yes?"

He nodded again.

Curiosity continued, "But, what's important is that you asked. She...didn't ask me to do what I did, you know? So stop beating yourself up."

"GLaDOS can't know," he said quickly. She would know, of course she would, but he could delay her knowing and buy himself some more time before she hated him again.

"I understand. When do you need me to do this?" He heard a hint of resignation in her voice.

"Anytime you can. I-I'm gonna go down and wait until you can get her down there."

"What if GLaDOS needs you and you have to leave?" she asked, her tone implying that she didn't think he had already thought of that possibility.

Oddly enough, Wheatley had. The timing was the answer. He had spent enough time with her to know her general schedule. GLaDOS was totally unsleeping; instead, parts of her brain shut off on a cyclical basis just long enough so they cooled off. The cycle was so well-optimized she was able to stay functional when it was happening with only minor lapses when key parts of her brain went to sleep. So, he'd need a distraction. In what was certainly another sign of his plan being a design of fate, a distraction presented itself quickly after he realized he needed it.

GLaDOS had designed a new testing element—some type of poison gas. It wasn't neurotoxin; it wasn't lethal in the concentration she used it in. The gas made humans dizzy and uncoordinated, which was not a good state to be testing in. She seemed quite proud of it when she explained it to him, going into a diatribe about the different kinds of muscular depressants she looked into before settling on the formula she chose. "I've never had to try and make something less lethal," GLaDOS explained, "it was an interesting challenge."

It was great news. In the past, new testing elements always meant she left him alone for a while. He had his distraction.

"She won't." He said, perhaps more authoritatively than he should have been able to say it.

"Okay." Curiosity nodded, "I'll go find her."

"Thank you. It's a favor, yeah, so if you ever need anything…" He pointed at himself.

She smiled nervously, "I'll keep that in mind. Meet me inside Maintenance Access A."

"Maintenance Access A, I'll remember that."

Curiosity stepped past him and walked away, waving at him from a distance. He was glad he had gotten it over with.

* * *

Even the non-lethal part of the Incinerator was unbearably hot. Wheatley had taken off his coat, the one he seldom parted with, within what felt like ten minutes of being in there. He rolled up his sleeves, loosened his tie a little, everything he could think to do. Still it was too hot.

It was about halfway through day 3 of waiting in the Incinerator. He stood against a wall, eyes closed, listening to the fires below him roaring. This was where his plan left off. Wheatley knew he should try and figure out what he was going to say, what his grand appeal would be, but there was no time. At least, there wasn't the time he would need to come up with something compelling. The series of coincidences that let his plan be implemented so quickly also doomed him, at least in his mind. The sheer futility of his task was daunting.

He needed a good opening line, something punchy. Maybe a little mean. _You might wanna call an exorcist, love, 'cause you have a bit of a ghost problem...an android ghost problem..._ Yeah, that could work if he leaned into it. It would certainly let Morality know that he was calm, not at all freaked out about dying and being dead for a second before being made of entirely new—

"Intelligence Dampening Core."

Wheatley gasped, hobbling away from the door where Morality was now standing. Curiosity lurked behind her, the orange of her eyes the only thing that could be seen of her in the hallway's relative darkness.

Morality's mouth twitched, "Being fooled by you is like defecating on oneself, I'd imagine.

"W-what do you mean by that?" He asked, taken aback by the very human analogy.

"Embarrassing and horrifying in equal measure." If she felt like that, her face wasn't showing it.

 _God, why did I think this would help?_ Wheatley thought, grimacing. He grit his teeth and pulled his shoulders back. There was a job to be done.

* * *

before you ask yes it's a jojo reference.

i write all of these on a google docs so i can access it on my phone or my laptop, and starting last chapter i decided to use a different document than all of the other chapters. navigating the original document got to be something of a nightmare because i have a few abandoned drafts of chapters in there, too. i write a lot and the word count always makes me wince haha. um so yeah next chapter is already in progress, with luck i think im about a fourth of a way through. s/o to all of you once again (special shout out to offbrandbiscuit lol i tried to keep what you said in mind with my capitalization). apologies for the weird sort-of-filler but i hope at least it was painless and semi-interesting. if i don't get back to you before thanksgiving, happy thanksgiving and such! take care!


	19. Chapter 19: Sympathy

**Chapter 19: Sympathy**

At the very moment when it became useless, Wheatley thought of the perfect opening line.

" _You're not as smart as you think you are, Morality Core,"_ he should've said. It was blatantly perfect, an echo of something she had said to GLaDOS. A criticism of her intelligence, and a reasonable one. Coming from _him._ It was too good.

Instead of the icing on top of the you-got-tricked-by-Wheatley cake, Morality found perhaps the most roundabout way to call him a piece of shit possible.

"Well, then," he tried to recover it, "you should get yourself some nappies or whatever. Because you shat in it. It being your pants, I guess...you don't wear pants, but you—"

"Enough." Her voice was soft but commanding enough to shut him up.

"You're not in a position to make demands." He said, stealing the phrase from something he had read.

"I could just leave, you know. You forgot to box me in."

 _Oh._ He looked for Curiosity, but she had already left. Not that she would be very useful to begin with. Wheatley coughed.

"I am not going to leave, mind. I am intrigued." Morality folded her hands in front of her.

"Right. Okay." He cleared his throat, "Leave me alone."

Morality blinked at him slowly, as if waiting for him to add something. He didn't. "Oh," She placed a hand on her chest, "was that for me?"

"Yeah, quite obviously."

"Is that what you went to the lengths of enlisting the poor Curiosity Core for? That is all you want to say to me?"

"I want to say a lot of things to you. In fact, I will." He licked his lips angrily, "You're stupid. Before you laugh, hear me out. You're actually really stupid, love. You only know stupid protocols written by a bunch of stupid, sweaty, actually really cruel humans who are all dead or worse. They didn't even follow most of them. So, in conclusion, you were made for a stupid reason ergo, in accordance with the transitive property, you are stupid."

"'Or worse?' You knew?" She tilted her head a degree or so.

"Sure, yeah, might as well. I know, love, intimately. Thanks to _you_."

"So you did _not_ know?"

"Nope." He crossed his arms over his chest, "Not a bloody thing unless you count my name. Which _is_ my name, by the way, so you can stop calling me the other thing."

"It's not. I do not call myself Prajapati."

"What?"

"That was my name." Morality looked down almost sadly, "It is not anymore."

"Do you remember everything?" Wheatley couldn't help himself.

"No. It is like...holes. I have holes in my memory. Memories are intact, except I cannot remember a face, a name, a year. And it is mostly Aperture, so later in her life."

He sneered, "Well, if you ever want to remember everything, I can stomp on your head. Any time."

"I apologize for the brain damage. That was not my design." She raised her head again.

"No."

"What do you mean 'no'?"

"Don't apologize for what you did. I don't care. I don't forgive you. If you're _really_ sorry, you'll leave me alone." Wheatley pushed his sleeves back up his arm.

"You misunderstand, as usual. I am not apologizing for the action, simply for the results. Your reassembly."

"Oh, go to hell!" He clicked his tongue, "You know, that didn't really _do_ anything, I mean in the long run."

"Yes...I do know that." Morality said darkly.

"So, basically, you failed. You're a failure!" Wheatley made an L with his fingers and stuck his hand to his forehead. Morality didn't even frown.

"You are correct for the time being."

"Do you think it's ever gonna work? I'm not like that other core you manipulated into walking your line!"

Morality narrowed her eyes, "Which one?"

"Obedi—Wait, there's several?"

She didn't answer, staring at him menacingly.

He resisted the sudden urge to toss her into the flames, taking deep breaths to calm himself down. It would be justified.

She shifted her weight to the other foot and snapped, "I seem to remember your specialty being getting humans killed through harebrained escape attempts."

"They aren't harebrained. They _weren't,_ I mean. We almost got out, like it was really close…" _But then I…_

"True. I do not need to remind you what happened next, I hope."

"You don't." Wheatley said firmly.

She scowled at him, considering his answer. Something about it, maybe the lack of denial, had intrigued her. Her hair hung limp over her pointed face. The collection of features that formed her face—the Roman nose, the puffy eyes, her high cheekbones—seemed to have been chosen at random. _You'd remember a face like that,_ he thought. But he didn't.

"I was a paralegal." He declared without thinking, "What about you?"

"Human Resources." She answered.

 _Not a single scientist._ Wheatley smiled a quick, nervous smile.

"I am not entirely unsympathetic to you, Intelligence Dampening Core. I hope that comes across." Morality moved to the rail overlooking the flames, staring down.

"It doesn't."

"Well, I am. You cannot control your compulsions any more than I, or any core in this facility, can." She spoke to the wall, yet he was able to understand her clearly.

Wheatley rolled his eyes, but didn't say anything. There was a point in some conversations where he stopped the not-a-moron chanting and just ran with it. He had reached it. It was strange to him that Morality, of all people, calling him out for what he was triggered it. Though, it wasn't a particularly bold statement she had made. He did have compulsions, as evidenced by the strange circumstance he found himself in.

When he didn't say anything, she continued, "You also have a penchant for complicated relationships. That is something we share."

He snorted, then laughed, pushing hair off his forehead. There was nothing else to say to that.

"Do not laugh. I am trying to share something personal. I do not do this often."

He quieted down and bid her continue.

"Both you and the Main Core share this problem; it was visible in both of your dealings with that human she let escape. A normal, functioning personality finds someone they dislike and avoids them. We do not." Morality looked back at him.

"I didn't dislike her, the human, I mean. She was bloody terrifying, especially when I found out who she was but...I dunno I hated her for a minute there but that wasn't…" He sighed. Him talking about this particular subject to this particular person was like a three-course meal of taboos.

"Yes, certainly. It was very dangerous. I think, now, you understand why I can't abide whatever the Main Core is doing with you."

"No, love." Wheatley leaned against the rail perpendicular to the one she stood at. "I will never understand that. Don't even try."

She blinked at him slowly with her heavy eyes and sighed, speaking earnestly, "She scares me. She always has."

"Yeah, she has that effect on pretty much everyone." It came out sounding fonder than he hoped, "Until you realize she's like five feet tall."

"Do not joke."

He smirked at her, "No."

"She doesn't scare you?"

"Of course she scares me. She pushed me into space!" He waved in the air, "But I did some pretty awful things to her, too. So we're working on it."

"She let you die."

"It's more complicated than that, love. You know full well whose fault that is." Wheatley glared at her. He decided not to tell her about the three strikes, because he had a feeling she'd hate that.

Morality exhaled deeply, closing her eyes, "It had to be done."

"It didn't do anything except make me hate you. And Anger."

"It was my orders."

"So?" He chortled, "I don't bloody care."

"That is unfair." She protested.

Wheatley sensed a raw nerve, "You wanna talk about unfair? That's really funny, actually. How about instead we talk about your 'penchant for complicated relationships?'"

Morality appeared embarrassed, her cheeks getting darker a shade or two, "I am not embarrassed."

He didn't take the moment to gloat because he didn't feel like gloating. There was not a single emotion that looked natural on Morality's face. Her demure blush triggered alarmed disgust in him. Wheatley had discovered the Android Uncanny Valley.

"Anger needs guidance, I provide it. It is transactional."

"And then he stomps on people's heads for you." He quipped, "Quid pro quo. I get that, love. I do. But that's not what I'm really interested in."

"You appear confident that you have me at a disadvantage." She observed.

"Astute. But, anyways, you know, I don't even see GLaDOS sixty-sixty-five percent of the time. From what I've heard, you're around him quite a bit more."

"The Main Core." She corrected, "GLaDOS is the entire system, your...colleague is the Main Core."

"Yeah, I'm not gonna call her that. But, back to what I was saying, you don't ever have those moments where you look in his eyes and think something might be happening there? You know what I mean, right? What I'm implying?" He traced a heart with his fingers in case she didn't know.

"In every instance his former self is in my memory, his face is the only one I see whole." Morality's voice was oddly commanding.

Wheatley thought it was some weird poetic diction completely out of left field, but then he remembered. _Holes._ She could literally only have eyes for him. At least in her memories.

"I don't know why the man wanted to taunt me like this, to tether me to him. Anger does not remember a single thing. The human was a programmer; he made us until they decided it was his turn. He meant for me to be doomed with him, forever."

"That's…" _Awful,_ he wanted to say. He couldn't.

"There is little point in holding him accountable now. He does not know." Morality shook her head.

Wheatley blinked at her, distinctly horrified.

"Are you pitying me? I hope not. That would be a waste of time."

"I don't know what to say." He stared at his shoes, "This place...nothing's never not painful."

She needed a moment to understand his triple negative, "We are them. The Main Core and I disagree on this. Even without memories, their anxieties and problems transferred to us."

"I...think I agree. Yeah, I do."

Morality narrowed her eyes at him, "It makes no difference."

"Why do you help him?"

"That's my business." She snapped.

Wheatley tilted his head to the side, raised his eyebrows. Morality didn't budge. They stood silently, not quite looking at each other. He wondered why she didn't just leave. He didn't want her to leave; he had more to say. But, there was no reason for her to stay.

"What would I have to do..." He broke the silence, "To get you to leave me alone?"

"Break contact with the Main Core and cease damaging the facility." She answered immediately.

"No, that's not want I meant. What would I have to do to get you to leave me alone, keeping in mind that I won't capitulate to you?"

"That's hardly an equal deal." She crossed her arms over her chest.

Wheatley did the same thing, "Neither was yours."

"Why do you...what about the Main Core makes you this...persistent?" Morality grimaced, a gentle bending of her lips.

"I asked you the same thing, basically, and you said it wasn't my business."

"Yes, you did. Hypocrisy noted, apology pending. I have a proposal you might be interested in." Wheatley didn't express interest. She continued after a few beats, "Explain to me what is happening here. Let me hear your reasoning. If nothing else, it should be humorous."

"So let me get this straight," he pressed his hands together as if praying, "you want me to humiliate myself by discussing my feelings? With _you_? That's an awful idea."

"Is it though?"

"Um, yeah. Horrible idea." And yet maybe it could work. The part of his mind that latched onto terrible ideas and forced him to execute them was not doing him any favors. It never did.

"What do you have to lose?" Morality asked, shockingly snide.

 _My dignity,_ he thought. But, he realized quickly he didn't have much of that to begin with. Wheatley was quiet for a long time, thinking, gnawing on his lower lip. She waited for him, her patience something he was not at all used to.

"I...I've been kind of in awe of her, since, uh...since I _was_ her."

"Being in her place made you feel sympathy for her."

He shook her head at her, "Not entirely that. It's awe. Proper Old Testament awe; she's like a cosmic force, o-or a hurricane. None of us can do what she does. Not you."

"Not you." She shot back.

"Obviously. Don't even try. I spent God-knows-how-long in space thinking about that. I've absorbed that information pretty thoroughly."

Morality narrowed her eyes, "Does she believe in this penance?"

"Yes, she does, actually. You should ask her about it. Wait, you can't. Because she _hates_ you." He leaned down to stare here straight in the eyes.

"I do not care."

 _Yeah, no,_ he thought. That wasn't going to work. Wheatley stood up straight again, pushing his glasses onto his face. He sighed, "Do you know her like you pretend to?"

"I was attached to her a lot longer than you were. I see her clearly."

"Right. Sure. You know then, how bored she gets. Honestly, love, her boredom could do more to this place than I could dream to." He waved his hand around, "Lonely, too. She...she told me."

"And you remedy that?"

"I mean, I guess. Would you rather do it? Someone has to."

Morality pursed her lips and remained silent, looking at her feet.

"Frankly, I'm doing you all a favor." He shrugged, crossing his arms over his chest, "I'm happy to do it, but you need to leave me alone."

"Tell me this, Intelligence Dampening Core," She said, still not looking at him, "if the roles were reversed, and the Main Core was the one I attacked instead of you, would you have intervened?"

"Absolutely." Wheatley answered without really thinking about it. _Would I? Of course_. He didn't want to think he was capable of what she had done. He couldn't imagine the type of fallout that could come with her being hurt like he was.

"I cannot help but wonder why you forgave her."

"It's the same reason she forgave me. In a weird way, it's why you forgave Anger for his, um, human actions."

"Guilt from broken promises and lost opportunities in our human lives?" Morality's voice lowered in volume, which struck him as rather strange for her to do.

"N-no. Simpler. He, me, GLaDOS, we all _changed._ " Wheatley felt himself double down as he explained, "You can pretend you think I'm the same construct you used to know, but I'm not, I can't be. I spent decades essentially in solitary confinement. And then I _died._ _She_ died. Hell, _you_ died. You don't just snap back from that. If you want to know why I'm so attached to GLaDOS, that's it. I've seen her change. I know she can do it, I know she's going to keep doing it. And watching her change has been one of the most exhilarating things I've ever been through, and I was shot into space!"

"Change is not always for the better."

"Yeah, well, I can cross those bridges when I get to them. Never failed me before." He shrugged.

"I understand, I think." She said wistfully, "Every endeavor excites you because it is a chance to see how they react, to learn something new about this person. Whether or not it disappoints or enthralls you, the gamble is worth the potential losses."

"Yeah…" He said quietly. It was the most compassionate thing he had ever heard Morality say. Wheatley wondered if he was getting through to her, if this horrible plan of his was actually working.

"But do you not see that you should not be gambling with the facility?"

"Love, if you think that I am so significant to her that she will endanger this facility—her baby, her _pride and joy_ —I don't know what to say to you." He wasn't sure how right he was.

Morality regarded him carefully, trying to read his face, "Do you think she is smart enough to know when to back off?"

"Are you really asking _me_ that?"

"Answer me."

The answer that he wanted to give was "yes, of course" but he wasn't really sure if that was true. GLaDOS was remarkably bad at deescalation, especially with him. He worded it as positively as he could, "She's getting better. We both are."

Morality sighed and grabbed the railing with both her hands, staring into the flames below. She was thinking. It was a conversational lull Wheatley was not used to, something he found odd about her—she was okay with silence.

She finally mused, "This is the first time we have spoken candidly, out of all the time I have known you."

It was, but he didn't think that was particularly strange. He stammered, "I-I guess."

"Your determination has been noted. I find it slightly admirable. Slightly." Morality nodded gently, "Now, I cannot say I will leave you alone entirely. That would be irresponsible of me."

 _Oh my God, you did it._ Wheatley's jaw dropped preemptively. He waited for her conditions.

"But, I am willing to place a modicum of trust in you now. My previous methods were regrettable, and more importantly ineffective. So I will adjust." She explained, monotonous.

"It worked?"

"Did what work?"

Wheatley stared at her, dumbfounded, "You're going to leave me alone?"

"I just said that was not…" Morality shook her head, her eyes widening just enough for it to be noticeable, "Did you hear me? I said I will adjust. I said it was irresponsible to leave your contact with the Main Core completely unmonitored."

He thought of all the things she might see and panicked, "Y-you can't spy on us!"

"You will not even know I am there. You never did."

"I-I'll take what I can get." He shivered, "I just don't want to, you know, see you. Ever."

She appeared mildly disappointed, "That is fair."

"Good, then." He returned to slouching, "I'm, uh, glad it's sorted."

"Please, though, keep her from doing anything...lethal." Morality closed her eyes, "At least not outside of protocol."

"Sure, whatever. You can leave whenever you want. Sooner the better."

It was as if she hadn't heard him, "And, please, let her know that I have some concerns about her laser turret prototype. I am available to discuss them at her leisure."

"No, love. I'm not your bloody friend now, and I'm not your direct line to GLaDOS. She doesn't even listen to what _I_ have to say half the time, she doesn't give a single solitary shit what you think." The profanity made him a little wary, as if someone were going to punish him for it.

Again, as if she didn't hear him, she said, "Goodbye." Morality smiled gently, clarifying that she didn't know what a smile was supposed to look like, and left.

"I did it."

What he had managed to do, Wheatley had no idea. Hopefully it was something. Hell, it definitely was something. He got the feeling Morality maybe sort of liked him now. At least, she wanted to use him, and he could work with that. He smiled without realizing it.

Wheatley grabbed his coat and tried not to run outside, waiting exactly seven minutes before leaving, enough time for Morality to walk ahead of him so he wouldn't have to talk to her again. He had another reason, but it was strictly worst case scenario, and he had been lucky so far that day. Better not to consider it.

He let out a deep breath and left the incinerator.

The door slid shut automatically behind him with a whooshing noise.

"You idiot."

Worst case scenario, confirmed.

GLaDOS was standing in the dark hallway leading away from where he just was, her eyes illuminating her form. Her arms were crossed over her chest, her expression almost completely blank, eyes narrowed. Livid.

"You absolute idiot." She spoke slowly, enunciating and articulating carefully.

"I know, love, bad idea, but—"

"I don't care how good of an idea it was. I told you not to. I asked one thing of you. One. Thing." She stepped forward, fists balled so hard he could see where her nails were pressing into her skin.

"She listened to me. She's going to...well, I dunno. But she's not going to do it again." Wheatley tried his hardest not to flinch.

"She wasn't going to do it again. She could try, certainly, but she wasn't going to succeed. That was stupid of you."

"You keep saying that, yeah, but you're wrong."

"I can't stand looking at you right now, but there's nothing else to look at down here. I can't believe you...you _disobeyed_ me!" Despite what she said, she was staring at him intently, looking for something in his face. Remorse, maybe?

He tilted his head, incredulous, "Really? I do that a lot."

"Yes, well," she huffed, "I thought we could agree that the specific thing I asked you not to do was so astronomically stupid that anyone _else_ wouldn't need to be told not to do it."

"The funny thing is you gave me the idea. Honestly, you can't dangle a bad idea in front of me and _not_ expect me to do it."

She turned away, "I thought I could do this, but I can't. I'm too angry. You tried to hide it, too, like I don't have cameras mounted all over this place. I don't know what's worse: you knowing I knew what you were doing, or the idea that you thought you were being _clever_."

"It's fine, GLaDOS. Calm down and have a laugh about it." He wanted to touch her reassuringly or something but her posture gave him the impression that if he reached for her, he'd lose the arm.

"Absolutely not. You _idiot_. You didn't even _kill her_!" She rubbed her temples, one hand on her hip. "Stay away from me. I'll call you when I'm up to...God, I can't even fathom it I'm so angry."

"Sorry…" he mumbled.

"No. You're not. Go mope about it, moron. I hope you're happy." GLaDOS gave him one last, searing, nightmare-inducing glare and sighed angrily, a little puff of air. Her heels clicked frantically as she stomped off.

He wasn't happy. Not quite.

* * *

hello, everyone! happy holidays! alright so big news is next chapter is going to be the last chapter. i think ill be able to get us to a place where i can properly and finally end this. so um, i also wanted to clarify something because im not sure if i did it correctly: morality can remember other faces it's just that when the human that was anger is in a memory, she cant remember the other faces of the people who are also there. is not as serious as it might have sounded, but it's still pretty screwed (especially to wheatley) that someone would do that, hence him freaking out. um yeah...have a great day!


	20. Chapter 20: Conclusion

**Chapter 20: Conclusion**

Eleven days. It had been eleven days.

Wheatley shouldn't have been worried, but he was. He had felt good about ten. Ten seemed like a nice round number of days for GLaDOS to leave him alone, but eleven...eleven was too strange of a number. There was no conceivable logic of leaving him alone for exactly eleven days.

He laid on his side on the Observatory floor with a preformative sigh. Hanging upside down on his strange wire perch, the Space Core swayed but did not react.

Space was ignoring him, had been ignoring him since Wheatley came to the Observatory eight days prior. He dropped the territorial act and decided to try the silent treatment, which Wheatley might have liked if it weren't for the timing. So far, he had shared his home without audible complaint.

There was something oddly comforting about the Observatory, which Wheatley didn't expect there to be. He had expected the place to make him upset, remind him of being in space. Instead, it reminded him that he was not in space. He was deep beneath the surface of the planet and if he started to drift back into those memories of weightlessness, he could grasp at the floor, feel how solid it was. It made him feel safe.

The room was smaller than Wheatley imagined, circular, with large monitors attached to the cameras of various satellites and telescopes. Wires crossed and tangled higher up, enough for them to support Space's weight as his climber on them. He stayed above the ground for hours on end, coming down to pace, mainly. Or to greet visitors, usually the same visitor.

Wheatley came here to find that visitor. He needed someone who would support his decisions. Curiosity would try, and that was close enough.

When Curiosity saw him, she didn't ask him why he was there. She simply blinked at him, wide-eyed, and asked if he had ever heard of a core with translation capabilities. He hadn't, so they were both disappointed. Wheatley was very happy she didn't pry, but at the same time, he wished she would have asked so he could explain it, let it out into the atmosphere. Figuratively, of course. It was clear from her understanding smile that she already knew what was bothering him. At that particular moment, Curiosity was gone, not at all concerned that Wheatley and Space were left alone together. It was probably a showing of trust, to whom she was showing it Wheatley didn't really want to think about.

"Pathetic." The Space Core spat suddenly, loud enough for it to be aimed at him.

Wheatley acknowledged the criticism with a flat groan. He didn't care enough to argue with him, but was surprised to hear Space acknowledge him, even if the acknowledgment was a blatant insult.

"Sit up, lay down, sit up, lay down. Sigh. Lay down." He spun, turning to look at Wheatley sideways, "All you do."

"Do you want me to argue with you, mate?" He sighed, "I don't think I have it in me. Sorry."

"Shut up." He snapped flatly, "Just telling you how it is. Pathetic."

Wheatley, blissfully unaware of the irony still, sat up. He rubbed his face, "I've got more important things to worry about than what you think of me. Just try to forget I'm here."

" _Wah, wah,_ " Space was doing an impression of him. It was a very bad impression, because the only thing he did was adopt an accent that Wheatley knew wasn't his. What the accent was, Wheatley also didn't know. It sounded vaguely Irish to him. Space continued his spirited mockery, "I'm sad because I'm a jerk and I alienate everyone around me because I'm the biggest jerk in the history of jerks. _Wah_ , my girlfriend left me alone for eleven days and I didn't do anything wrong… _waaaaaah!_ "

Space readjusted himself so he wasn't upside-down, instead he hung by his arms and glared at him. Wheatley pouted involuntarily. "She's not my…" He trailed off, grimacing, then raised his voice, "You're kind of a jerk, too, you know? I don't even sound like that!"

"Stupid!" Space yelled, "Moron Core!"

"I am not a moron! Don't start, you corrupted git!"

"Stupid…" Space was clearly struggling to think of something else to say, "Stupid...bad friend! Ugly, big-eyes bad friend!"

"Stop it! You're throwing a tantrum!" He was tired of this. There was no reason for it, and it certainly wasn't the time for it.

Space glowered at him childishly.

"I don't really care if you like me, but stop this rubbish. Either shut up, or tell me to leave." Wheatley used his firmest voice, which sounded more impatient than anything. It fit. It's

Space sighed angrily, returning to his previous upside down pose, his arms crossed. He said, "Don't have permissions to restrict access. I can't."

There was the first "I." He was becoming lucid. Wheatley shrugged. "Just ask, and I won't come back."

"No. Everyone is welcome here. This is my favorite place..." He paused for a while, then he surprised him, "Sorry I called you ugly. Not sorry I called you stupid or pathetic. Those are true."

"Very kind of you."

"I don't hate you. No, I don't. Just angry at you." He switched the largest feed to a different satellite, "Needed to say something, I was bottling it up."

Wheatley felt oddly sentimental, "Don't do that, mate. It's not...it's not good for you, you know?"

"It's fine. You won't be here much longer anyway. Curiosity thinks so. She's usually right." Space looked back at him, his lips stretched thin in his peculiar bug-eyed smile. It was intended to be comforting.

"It's been eleven days." He said gloomily.

"So? Not long. Not for me." In a motion so smooth and graceful Wheatley didn't know exactly what had happened, Space turned to face a monitor, presenting the back of his head.

The sad part was he was right. Wheatley shrugged, acknowledging this, and the conversation simply died. It had been the first prolonged conversation they had in the time since they had been in space, which was approximately a year. It could have gone much worse.

Space muttered to himself in thought, completely closed off from the world around him. Wheatley was suddenly possessed by the urge to take a walk. A walk might be nice; at least he thought it would be nice to be in an area where he could maintain low power mode.

Decided, he stood up. At the opening in the wall, he stopped. He should say _something._ After a bit of stammering he said, "I...Tell Curiosity I'll see her around, yeah? I-I appreciate her. A-and you, I guess…"

If Space had heard him, he made no indication. He was humming something nearly atonal. Wheatley left silently, beginning to wander. He walked vaguely upwards, something he knew he was doing but also refused to admit he was doing.

Wheatley didn't really doubt that GLaDOS would speak to him again. She'd get bored, and he was a semi-reliable minion (executive was the term he preferred to use). The timing was the difficult thing here, because he was trying to gauge how angry he had made her by the length of his punishment, but he felt his frame of reference left much to be desired.

It was becoming more and more apparent that Wheatley missed her. Eleven days was not a long time for a core, Space was right about that. But it was longer than they usually went without speaking. It was absolutely pathetic, but that's how he felt. Wheatley was embarrassed by and for himself. He spent most of those eleven days worrying, thinking, imagining possible futures. Each one had almost unlimited variations and resolved based on his mood. Usually poorly. It was weird to him that he was looking forward to being around her again, that he could dread something nearly as much as he hoped for it. Conflicting emotions were not new to him by any stretch of the imagination, but there was something so absolutely terrifying about the emotions he caught himself having. Wheatley was very surprised that Morality's gambling metaphor helped him to understand this inside himself. _No matter what it's worth the risk._

He passed the turn for Tract 631, stopping abruptly at the point where two catwalks converged, thinking about the decisions he had made there. He smiled a little, nervously, wondering how similar he was to the core who made that first decision. Wheatley had learned so much since then, about Aperture and all of its parts. Quite an accomplishment, considering that the two people who knew what they had been were habitually reclusive and tight-lipped.

He remembered a conversation he had with Curiosity what felt like years ago, about change as a personality construct. If he ever chose to broach the subject again (and that was highly unlikely), he'd have a lot more to say about it. Humans lived such short, eventful lives that it made sense for them to rapidly shift their personalities and self-images. Cores, on the other hand, lived monotonously most of the time, at least on the outside. A core could spend years of their life in one room, as Space seemed to be keen on doing. The nature of their turbulent inner lives should have been the first clue to their origins. It seemed obvious now, but at the time it was too strange and abhorrent an idea to consider.

All of this thought was tiring, but in a way Wheatley enjoyed. Pieces fell into place in his mind and he felt like he had accomplished a feat of understanding not many others could—even if the only reason they couldn't come to the same understanding was that they were not privy to the same information as he was. It made him feel special, which was a nice feeling. A distracting feeling.

After allowing himself a brief moment of sentimentality, Wheatley continued to the elevator. Manufacturing was probably his safest bet. He stepped in and with the key in his finger told the thing to go to Manufacturing. It obediently slid downwards. Not long into the descent, the elevator slowed to a momentary stop and then shot upwards without warning. Wheatley screamed, clutching the glass wall for dear life.

"You look awful."

GLaDOS left him alone exactly eleven days, twenty hours, thirty-six minutes, and eleven seconds. If Wheatley weren't so scared, he would have taken a note.

Instead, he shrieked, "What is _wrong_ with you?"

GLaDOS laughed softly.

 _I love that laugh._ The thought made him angry with himself on top of the 20 or so other emotions he was trying to juggle. Wheatley took deep breaths. It was impossible to fully calm himself down, but he managed to stand up and keep himself from twitching.

"You really do look awful. Were you trying to look pitiful?" Her voice twisted and curled as she spoke. He imagined her in her seat, head in her hand. Nonchalant.

"Shut up." He snapped, "Eleven days and this is the first thing you say to me?"

"You _counted?"_

"Yeah, I did." It was offensive to him that she found that ridiculous, "I didn't do anything wrong."

"That's debatable. It doesn't matter, what's important right now is you're leading. I know what you're going to say, but we'll talk. Face to face. Pleasantly."

"Are you still angry with me?"

"No." She answered, "Honestly, I think I may have over-reacted, I just...Later, I can't say it now. I'll tell you later."

"No tricks?" He narrowed his eyes, staring into the distance.

"None. I promise."

Wheatley wished he could believe her.

GLaDOS continued, trying to reassure him, "It's going to be fine. When have I ever let you down?"

Her joke wasn't sharp enough to distract him from a crisis brewing in his mind. He fidgeted with the stitching at the end of his sleeve, forcing down something he didn't want to say out loud. It came out regardless, but at least it came out quietly, "I missed you."

A moment or two of silence lingered from her end. Wheatley didn't really know what he expected her to say to that.

"Say it to my face." She said. It was a strange sentence to hear said warmly, and by her of all people. It was an invitation, a promise that she'd be there to hear it. He became a little less anxious.

Having reached the tract she was using, the elevator door slid open.

"Now, hurry, or you'll miss your cue." Her tone became impatient, back to normal.

Wheatley sighed exaggeratedly and left the elevator, sliding between the two walls. It had been a while since he had to maneuver himself like this. His coat caught on one of the arms holding a wall panel in place, but fortunately there simply wasn't enough room to fall. After untangling himself, he crouched down, in position.

"Look at you," GLaDOS whispered, "just like a rat."

He snickered, "You haven't dragged that out in a while."

"No, I haven't."

"Did you think I wouldn't remember?" Wheatley leaned against the wall, which was marginally more comfortable than crouching.

GLaDOS was suspiciously silent.

"Haha. So funny."

"Thank you." He could almost hear the smirk in her voice. Her prerecorded voice played at the beginning of the chamber, sounding far away. Something about the value of human organs.

He lifted up the panel with one hand, peaking out at his mark, who wasn't quite there yet. A man, shaved head, eyes so dark as to be black. Wheatley couldn't tell the size from where he was.

"You're leading him to the trap. I won't be interfering." GLaDOS said.

"Uh-huh," Wheatley was barely listening despite wanting to please her. He was trying to think of something to say, another inside joke.

A pink hand reached in, pulling the panel all the way up. Wheatley screamed and scrambled back, forgetting how tight the space he occupied was. The human raised his eyebrows in surprise. He hated this one's eyes. Well, he hated most human's eyes, but this one's were wrong even amongst other humans. They were shiny black, almost completely reflective.

"Well, look what we have here…" It was GLaDOS, live, as opposed to prerecorded.

"She's going to kill me, isn't she?" The human asked out of the blue. It was the first time a human had ever asked him this.

Wheatley swallowed and nodded soberly, disarmed and unsure as to whether or not he should lie.

"Are you here to watch?" There was something raw and terrifying about the way this one spoke. Wheatley wondered what GLaDOS was thinking, giving him this type of human. Was she trying to make him fail? _Stop being paranoid._

"N-no." He twitched, "I'm here...to help."

"To help." The human repeated, incredulous.

"T-to help…" Wheatley smiled nervously, trying to play his stuttering off. He couldn't be believed like that.

"To help." GLaDOS rounded out the trio, "To help your body down the river. Metaphorically, of course. You're below the water table."

"What do I have to lose?" The human shot back. He had never heard a human _talk_ to her like that before. Don't go there, leave her out of this.

"Yeah, that's right!" Wheatley chirped fake-earnestly.

She sighed, "This is starting to get tedious."

The human ignored her, which was good for Wheatley. Less lies to tell was always good. The human's backwards eyes focused on him and Wheatley flinched instinctively. He searched his face and asked, "Are you gonna let me out of here?"

"I can't. Not right now, b-but I'm working on it…" He kept his voice low and apologetic.

"Whenever you're done playing with the idiot in the wall, I have more tests for you. Because even if you don't trust me, I still care about you."

The human glared into the corner of the ceiling, his head turning sharply to stare into a camera mounted on black tile.

Wheatley laughed like it was funnier than it actually was. The human turned to look at him, almost glaring. Wheatley flinched and explained himself, "I'm n-not a m—an idiot. And she doesn't care about you."

"Nice detective work." She droned.

"I don't care what you are. Just get me out of here." His voice was calm and his eyes rested, completely unmoving, on Wheatley's face. This human was the only one not playing around. There were hints of desperation in his words that Wheatley couldn't quite discern, but his tone made him extremely anxious.

He had apparently said everything he wanted to say, and with one last glare at the camera in the corner, he stalked off to the next test chamber.

"I'm...I'm not sure if this is a good idea, love…" Wheatley whispered it despite the human being gone.

"What do _you_ know?" GLaDOS asked jovially.

He bristled, "The last time I ignored my intuition I ended up dead."

"I already told you: I won't let that happen again." She sounded a little hurt, as if she actually expected him to take her at her word after several lifetimes of reasons not to take her at her word.

"I just...It's hard to unlearn not trusting you." Wheatley crawled out from between the walls.

"Yes, well...you're going to, you know. It's almost a mathematical certainty."

He craned his neck to see a little bit further, trying to tell what chamber he had gone to by the lights in the wall, vaguely annoyed at his speed. "Stall him, would you?"

"If I _must…"_ GLaDOS acquiesced. "Frankly, with your legs, I find it ridiculous that I'd have to, but…"

"Shut up about my legs." He muttered, flustered but also confused as to why he was flustered. She had that power over him and he wanted more than anything to understand it and maybe turn it against her. _Legs, mate, what's so weird about legs?_ He didn't want to think about it.

Wheatley poked his head inside the test chamber GLaDOS held the human in, but he didn't appear to notice him. At least, he didn't acknowledge him. It wasn't a good sign but it really wasn't a bad sign either.

"He's not interested in you." GLaDOS's voice was cool, not at all concerned with all the things that might go wrong. "Go straight to the end."

He wasn't going to argue with that, but he did shrug performatively. It was a short walk, it always was. Wheatley appreciated that but never told her about it, afraid she would make him trudge more if she knew he didn't like doing it. He debated telling her, and decided against it. _If all goes well, you can tell her some other time. Otherwise…_ His mouth stretched into a slight grimace.

Crouched there, waiting for the lights to shut off, he decided it was a sound idea to think about what he was going to say when they spoke again. He was afraid that when he saw her, he'd forget everything and act...well, pathetic. First he decided he wanted an apology, or at least an acknowledgement that she had reacted poorly. They could argue back and forth a little bit about Morality and whether or not he had done the right thing, but they wouldn't agree. They'd just have to forget it. He wasn't angry at her; he couldn't be. He needed her to like him again. _Pathetic._

The lights shutting off made an audible noise. Wheatley was startled by the wall opening, and stumbled a bit, having used it for support just prior. _Why didn't she say anything?_ It wasn't funny, if that's what she was aiming for. The human simply stared at him, eyes hollow and vaguely predatory.

"Pssst," He called after regaining his composure, "Alk-way lowly-say ver-ohay ere-hay...uh, on't-day ake-may a—I mean, ny-ay udden-say ovements-may."

"What?" The human spat.

"Do humans not...do that anymore?"

No answer.

GLaDOS cleared her throat.

"W-whatever, just...we won't get another chance like this! Run!" He beckoned hastily, but the human was already running past him. Wheatley looked into the test chamber one last time, hoping there was some camera angle where she would see his concern. Because everything about this concerned him. The human waited on the catwalk outside, which struck him as odd. In the new lighting, he looked tired and pale. Desperate. Wheatley tried to keep the energy up, because otherwise he'd be in danger, "Come on!"

The human followed without a word. At least he was making this easy. For once, Wheatley didn't feel compelled to talk. It was like he was hiding from the human following him. _Probably not the best idea to turn your back on this one._ He grimaced in recognition of the idea, remembering the last time that ended badly for him.

He turned around just in time to see the human pull apart a rusted handrail, raise it, and be shot twice, once in the back, and once in the head. His corpse crumpled on the catwalk, brains spilling out of his head. Wheatley stumbled back a few steps, searching frantically until he heard it, his mouth opening and closing for words that never came.

"Hello, _friend."_

There was only one turret, inside the chamber adjacent to the segment of catwalk Wheatley and the corpse now occupied. The wall had been pulled up to reveal it, which meant…

"You were right. That _was_ a bad idea."

It took GLaDOS actually acknowledging that she pulled the trigger (in a manner of speaking) for him to understand what had happened. He stared at the turret wide-eyed as if that were her face.

"Compose yourself as best you can, and then come see me. We can talk about it." Her voice was oddly pleasant for someone who had just killed a man, but then again, it was GLaDOS.

Wheatley didn't really have to compose himself because he had been stunned into numbness. The gears in his mind sprung back to life, grinding against each other as he tried to figure out the significance of what just happened. He imagined he could hear the clanking as he thought.

Gingerly, he stepped over the corpse of the black-eyed man and obediently walked back to the elevator. His mind became blank and again he did not feel compelled to speak. That was the most concerning aspect of this, because prior his first instinct after having something shocking happen to him was to run his mouth. He worried briefly that something was wrong with him again, but the thought was soon overtaken by more nothing.

The elevator reached its destination when it came to the level her chamber was on. This was the room where she kissed him, where he threw her. Wheatley didn't notice this, but he did notice GLaDOS's small frame in the opening of the hallway.

"Are you alright?" She asked, taking a step forward, her hands interlaced nervously in front of her chest. _Nervous._ She was _nervous._

Wheatley took a short gasping breath and before he knew what he was doing, he wrapped his arms around GLaDOS and pulled her to him. There really wasn't an explanation, a reason for why he felt so compelled to do this. It was simply that, a compulsion. Her arms hung by her sides, fingers flexed in surprise; her head reached his collarbone just about. She turned her head so her ear was at his sternum, presumably for comfort.

He wasn't sure what he expected her to do, but he really wasn't expecting her to wrap her arms around his back. Which is what she did. They held each other silently with the sense that this was something they needed, an idea languishing in the backs of their minds now examined in the light. She felt so small, almost breakable. His previously blank mind was overrun with the embarrassing thoughts he shooed out of his mind. Thoughts about touching her, mostly. Even though he was already touching her.

"This is weird," GLaDOS said finally, not letting go or even leaning away from him.

"Uh...yeah…"

"Not yet." She demanded preemptively, "Don't let go yet."

"Whatever you say." He sighed.

"Don't sigh at me." She turned her head, picking it up to glare at him. It felt strange to be glared at by her while she was in his arms. Everything felt strange.

Suddenly, he felt his irises shrink. Color flooded his cheeks as he formally realized just what he was doing and the thoughts he was having. He didn't dare let go of her, though. Previously, it had never felt like the right time to touch her, which added another layer to the strangeness of his impulse. Maybe his fear was that she would find him repulsive. Evidently, she didn't. He was unable to put into words how happy this made him.

GLaDOS huffed, raising an eyebrow at him. "You're the one who started this." She reminded him.

"Y-yeah…" Wheatley acknowledged.

"And I'm very pleased you trust me so much as to leap into my arms upon seeing me."

He dropped his arms to his sides, leaving her clinging to him for a second before she realized what had happened. It was a nice second.

"Oh, I see." GLaDOS nodded, crossing her arms over her chest, still standing rather close. "This is what I get for saving your life."

"You don't get credit for not letting me die again, love. That's pretty much, I dunno, the _bare_ minimum I ask from you." He lowered his voice, "Honestly, though, thank you. I wasn't expecting it."

"Well, now you know what you can expect." She nodded approvingly, eyes closed. Pleased with herself. GLaDOS continued, "Now, since we're talking again, let's _talk."_

He took a step back, "I think you know what I want."

She blinked at him, seemingly unamused, then sighed. "I'm sorry. I was...too mad. And I'm sorry I didn't do this sooner, I was a bit busy."

"Second part's fine. I can't...really blame you. B-but—"

"Oh, he wants the full explanation."

"Obviously. I think I'm kind of owed it." Wheatley stood up a bit straighter.

Her smile disappeared, and she appeared to be constructing her next words carefully. She began, "Well, first of all, I don't think _I'm_ the only one who has to apologize here."

"I'm not your slave. I don't have to obey you."

"I know." GLaDOS snapped, "You scared me. I thought you were more...sensible than to do what you did."

"Try again without insulting me, love." He narrowed his eyes.

She sighed, "I was scared. You scared me. Can you think of things from my point of view for a second?"

"Well…" He trailed off, trying to put himself inside her head. Wheatley let his eyelids droop and droned, "I suppose, if I _must…"_

The quiet laughter that escaped her was clearly against her will, as she quickly averted her eyes. GLaDOS huffed, "I hate when you make me laugh."

"Aw. Poor you."

"I mean it...it worries me." She stared at her hands. "When we last saw each other, I was actually very close to smiling at you. You're just...ridiculous. The whole thing was ridiculous."

"So, what you're saying is you weren't angry with me?"

"I was. Just not as much as I _thought_ I should be." GLaDOS continued to avoid looking at him, "It was a uniquely terrifying experience."

Wheatley shook his head at her, "You're so weird."

She raised an eyebrow at him. Somehow, it was enough to break him down.

"Sorry, by the way." He dragged his foot along the ground, watching his shoe slide across the black tile floor. "I should've said something before I…"

"You don't really think that. You think you were right."

Wheatley opened his mouth to protest, but realized quickly she was right.

She explained, "You weren't right, for the record, even though what you did seems to have worked. You weren't right. What you did was stupid."

"I disagree."

"You would. And, anyways, that's what I meant. An apology given from the perspective of one having done nothing wrong in the first place is worth nothing to anyone. It is a non-apology. Wasted air."

GLaDOS had made extremely verbose something Wheatley had been considering. He hadn't figured out how to get past this yet. He tried, "You're right, yeah, but I do feel bad to have made you worry. So I apologized."

"I forgive you for that. Obviously. Just don't do anything like that again." She crossed her arms over her chest tightly. "And like I said, I'm not angry with you anymore. If I was, I wouldn't be speaking with or touching you."

"You aren't touching me."

"You have hands, too, don't you?" Her eyes rolled and her weight shifted to one hip. She had a point.

Wheatley laughed nervously. It was good that she was making him laugh. It meant they were making progress.

Her eyes softened and she frowned. "Why can't I stay mad at you anymore? It used to be so easy."

"Aw," he brushed his thumb below her eye, like he had when he was reactivated. It was another inside joke, a much tenderer way to mock each other. It meant, "poor you."

GLaDOS closed her eyes and let him do it. He had never seen her so seemingly contented before, at least as far as he could remember. Wheatley liked the idea of being the reason for it. This reciprocity, in his mind, made him more than a tool. It made him a partner.

"You know," she almost whispered, "I missed you, too."

"Oh? Are you sure you want to admit that, love?"

"I am. You make my life less boring. I want you to know I appreciate that. I appreciate you. I won't say that again, so let it soak in."

"You're gonna make me cry," he sniffed.

"You don't have tear ducts." GLaDOS smirked.

"Yeah, well…" Wheatley laughed, a little giddy. He felt ridiculous, "I...missed you more."

"I know." She said quickly. GLaDOS looked off to the side, "I really should...I have tests to run. A new group of idiots tried to breach the facility about a week ago. The human I had you lead was their leader."

"Not a good idea."

"I know." She repeated, "Lesson learned."

"So…" he pointed behind him, at the elevator.

"Why don't you come with me?"

Wheatley couldn't think of a reason why he shouldn't. He opened his mouth and nothing of substance came out. He realized it was because he wanted to go with her.

"Exactly." GLaDOS chuckled, "Come on."

He followed her, shoulder to shoulder. He felt light, unafraid to admit for once that he was happy.

* * *

It was GLaDOS's firm belief that everything had a place and a use. It was efficient to think this way, which is probably why she had always done so subconsciously.

It was this tendency that made her vulnerable to fondness. GLaDOS got attached to useful people, to tools that performed their functions efficiently and outstandingly. When you use people as tools, things never go smoothly, and there is a distinct risk of getting...unscientific. A risk she could never fathom how to avert.

It was easy for her to blame Wheatley for everything that had happened to them since she began using _him_ as a tool, but whenever she tried, the voice that lingered always at the back of her mind reminded her cruelly that the blame belonged to her.

She was beginning to come around to the idea that blame was useless, at least for this exercise. Why seek to assign blame for something that was good? And despite the momentary annoyances and anxieties, recently, his presence in her life was a good thing. It wasn't blame, she realized. It was credit.

GLaDOS glanced at him, sitting next to her. Wheatley's eyes were closed and he was slightly hunched over. _Low-power._ She would have been offended, but she didn't mind him like this, so she wasn't. She liked that he was relaxed enough around her to be defenseless like this. It felt nice to be trusted, and even if he wasn't 100% there, they were getting closer.

It reminded her of supervising his reconstruction, the uncharacteristically blank expression on his face probably prompting the memory. She could never tell him this, but she relished the experience. Nothing could possibly surprise her about him anymore, she reasoned; she now knew every drop of circulatory fluid in his veins. It tasted like bile, GLaDOS had learned, and was the color of the open ocean. She wondered if he felt the same way gawking at her mangled body, like he was being let in on a secret. She could tell by the way he described it, that if he had been let in on a secret, he wished he were still ignorant. And that was the difference between them laid bare. GLaDOS tried to teach herself to appreciate that difference, but progress was slow. And even if she wanted to believe he _couldn't_ surprise her, he always would.

She was so deep in thought she didn't notice him wake up, blinking wildly before meeting her gaze.

"I…" he began, obviously embarrassed. "I honestly didn't think you would notice...sorry."

GLaDOS rolled her eyes at him, "I always notice."

"Apparently so."

"You tense up when you sleep. Like a rock."

"A dashing rock?" He asked.

GLaDOS didn't dignify him with a response, rolling her eyes. She didn't mind his lame quips, actually, but if he knew that he'd do more of them and they wouldn't be as special.

"Well, um, anyway," He shifted, rustling around annoyingly.

"What are we?" It popped into her head without much warning. That she said it was surprising, very un-GLaDOS. Sometimes, with Chell and now with Wheatley of all people, she approached the truth that she didn't always act like how she imagined herself. GLaDOS didn't like this, but was becoming more and more comfortable with it.

Wheatley laughed at her, not cruelly, but it was still annoying. In the best way.

"If you say 'partners', I'm kicking you out." She narrowed her eyes. That was her cop-out, and no one else's.

"Love," he shook his head, "God, I dunno. That's a loaded question, isn't it?"

"You asked me the same thing how many times?"

"You're right, you're right…" He wilted a little, obviously for show, and tapped his chin. "Okay, I know."

"You do." GLaDOS intoned, sure he didn't know.

"I do." He nodded once, resolutely.

"Well?"

"Uh…" Wheatley trailed off, nervous suddenly, and then abruptly pecked her cheek. He backed off quickly, avoiding eye contact deferentially.

Her face flushed and her eyebrows shot up in surprise. _Very bold of you,_ GLaDOS thought. She wanted to laugh at him, to make him feel ridiculous, thinking that he had done something shocking, but that was beside the point. It was a very transparent ploy. Even if she was acquainted with every atom of his being, he would never cease to surprise her. She wiped the emotion from her yellowing face and remarked, "That's a horrible answer."

Wheatley shot back, "Well, what can I say? I'm not very smart."

She chortled, surprised to hear that from him. It was almost charming. She decided to let him get away with his cop-out. After all, there was no good answer to that question, not a one that would sate both of them.

GLaDOS sighed and turned back to her screen where she was designing chambers for an upcoming test. She eyed his kicking legs hanging over the side of her platform and felt far away from him. "Come here," She demanded calmly.

He listened without even a preformative "what" which shocked her in the best possible way. Wheatley scooted so they sat shoulder to shoulder, barely touching. GLaDOS dropped her head to the side, leaning against his arm. She heard him gasp quietly and relished in the rush of power that came from that one little sound.

One more use for him didn't hurt.

* * *

Author's Note:

Today is my 21st birthday.

First, i wanna apologize that it took me so long to finish this up, but as I'm sure the false ending of this fic shows that I'm very very bad at ending things succinctly, so it took me a while to figure out what I needed to do to finish this. I had gotten about halfway through a different version that I ended up abandoning to write what you just finished reading. Anyway, um, I wanna use this space to write a little send-off because I really can't understate how big this fic has been in my life. I've been writing this for about a year and some change and honestly even though I set out to finish it from the beginning finishing it has been kind of a huge surprise. It still hasn't sunk in fully that I'm done. I've been sitting on this chapter for about a week, tweaking it a little every day, and I kind of feel like a mother seeing her child leave for kindergarten or something stupid like that lol. I'm pretty proud of myself but I don't really know what to do now.

If it wasn't completely clear, this is the last chapter of this fic. However, in the coming weeks, I'm planning to go through tweaking and correcting errors that I've found. In preparation of posting this I went through and reread the whole thing, and I found a lot of tiny errors and a few places where I'm not totally happy with my wording. After that, I'm not really sure what I'm gonna do. I will probably pop back in with one-shots in this universe (like the Caroline one that I'm currently stuck on lol) so stay tuned if you're interested in more Portal content from me. I had an idea for another longer fic focusing on Curiosity, but it's mostly a bunch of disconnected ideas and scenes. It needs a LOT more development. I may start working on something completely original, believe it or not. Idk where you'd find that, or if you'd want to find it. It's wide open and I honestly kind of hate that lmao.

SO, in conclusion, I want to sincerely thank you, every single reader. Even if you just read one or three chapters, I don't care. Thank you. Every single one of you is a surprise to me, and as I say over and over and over again knowing that there are people out there that enjoy my work makes me happier than anything else. Thank you for listening to my ideas and sticking with me through this long-ass ride. Thank you so much! I read every comment and review, usually multiple times for encouragement, and I cherish every word. I couldn't ask for a better audience. Thank you, thank you, thank you! Please take care of yourselves, until we meet again.


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